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 December 31, 2000.
....Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from _________ to _________.
Commission File No.: 000-28147
MORGAN CLARK MANAGEMENT, INC.
(Name of small business in its charter)
Utah 87-0633496
(State or other jurisdiction of Incorporation) (IRS Employer Id. No.)
3700 Susan St., Ste. 200, Santa Ana, CA 92704
(Address of Principal Office) (Zip Code)
Issuer's telephone number: (714) 770-2578; Fax: 603-375-6582
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 ....
Applicable only to issuers involved in bankruptcy proceedings during the past
five years
Check whether the issuer has 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 .....
1
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. At December 31, 2000 the
following shares of common were outstanding: Common Stock, $.001 par value,
1,000,000 shares.
Transitional Small Business Disclosure Format (Check one): Yes ..... No ..X..
MORGAN CLARK MANAGEMENT, INC.
Index
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of December 31, 2000 3
Statements of Operations for the three months
ended December 31, 2000 and 1999 and
from Inception June 3, 1999 to December 31, 2000 4
Statements of Cash Flows for the three months
Ended December 31, 2000 and 1999 and
from Inception June 3, 1999 to December 31, 2000 4-5
Notes to Financial Statements 5-6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 6-7
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 7
Item 2. Change in Securities and Use of Proceeds 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information 7
Item 6. Exhibits and Reports on Form 8-K 7
SIGNATURES 8
Part III. EXHIBITS 8-9
2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant as of and for the
quarter ending December 31, 2000, and for the period from inception (June 3,
1999) through December 31, 2000, follow. 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.
[CAPTION]
MORGAN CLARK MANAGEMENT, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended December 31, 2000
Morgan Clark Management, Inc.
(A Development Stage Company)
BALANCE SHEET
December 31, 2000
(unaudited)
Dec 31, 2000
------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 0
OTHER ASSETS:
Organizational costs (net
of amortization)
TOTAL ASSETS $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $3,074
------
Accounts payable- related party
Total Liabilities $3,074
STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
50,000,000 shares authorized;
1,000,000 shares issued and
outstanding at Sept 30, 1999 $1,000
Stock Subscription Receivable (900)
3
Additional Paid in Capital
Deficit accumulated
during the development stage (3,174)
------
Total stockholders' equity
$(3,074)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0
The accompanying notes are an integral part of these financial statements.
4
Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
December 31, 2000
(unaudited)
Three From Inception
Months June 3, 1999
Ended to
12/31/2000 12/31/1999 12/31//2000
---------- ---------- --------------
INCOME:
Revenue $ 0 $ 0 $ 0
TOTAL INCOME $ 0 $ 0 $ 0
EXPENSES:
General, and Administrative $ 0 $ 1,424 $ 3,174
Amortization $
Total Expenses $ 0 $ 1,424 $ 3,174
Net Profit/Loss(-) From Operations $ 0 $(1,424) $ (3,174)
Interest Income $ 0 $ 0 $ 0
INCOME (LOSS) BEFORE INCOME TAXES $ 0 $(1,424) $ (3,174)
Provision for income tax $ 0 $ 0 $ 0
NET INCOME (LOSS) $ 0 $(1,424) $ (3,174)
NET INCOME (LOSS)
PER SHARE-BASIC AND DILUTED $ (.00) $ (.00) $ (.00)
AVERAGE NUMBER OF SHARES OF COMMON
STOCK OUTSTANDING 1,000,000 1,000,000 1,000,000
The accompanying notes are an integral part of these financial statements
6
Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
December 31, 2000
(unaudited)
Three From Inception
Months June 3, 1999
Ended to
12/31/2000 12/31/1999 12/31/2000
---------- ---------- --------------
Cash Flows from Operating Activities:
Net Income (Loss) $ 0 $ (1,424) $ (3,174)
Changes in Operating Assets & Liabilities:
Increase (decrease) in accounts payable $ 0 $ 1,424 $ 3,074
Net Cash (Used) by Operating Activities $ 0 $ 0 $ (100)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of organizational costs
Corp. Promissory Note $ 0 $ $
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash $ 0 $ 0 $ 100
Net Increase in Cash $ 0 $ 0 $ 0
Cash, Beginning of Period $ 0 $ 0 $ 0
Cash, End of Period $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial statements.
7
[CAPTION]
Morgan Clark Management, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The information including in the condensed financial statements is unaudited,
but includes all adjustments (consisting of normal recurring items) which are,
in the opinion of management, necessary for a fair representation of the
interim period presented.
Development stage company
The Company is a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board and has not engaged
in any business other than organizational efforts until September of 2000. On
September 15, 2000, the Company issued a statement regarding its entering into
a broker agreement with Airway Business Credit to provide equipment leasing,
factoring and asset based lending for small to medium size companies. The
Company launched its website for its new operations on September 18, 2000. The
Company will carry out its plan of business to provide various lending sources
for small to medium size companies. It has no full-time employees and owns no
real property.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal Year
The Company has selected a June 30 fiscal year end.
Loss Per Share
Loss per share was computed using the weighted number of shares outstanding
during the period.
Organization Costs
Costs to incorporate the Company have been capitalized and will be amortized
over a sixty-month period.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.
Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that effect the amounts reported in these
financial statements and accompanying notes. Actual results could differ from
those estimates.
8
Stock Basis
Shares of common stock issued for other than cash have been assigned amounts
equivalent to the fair value of the service or assets received in exchange.
2. STOCKHOLDERS' EQUITY
The authorized common stock of the Company consists of 50,000,000 shares with a
par value of $0.001 per share. As of December 31, 2000, the Company had
1,000,000 shares outstanding
Preferred Stock.
The authorized Preferred Stock of the Company consists of 10,000,000 shares
with a par value of $0.001 per share. No preferred shares have been issued.
3. INCOME TAXES
There is no provision for income taxes for the period ended December 31, 2000
and June 3, 1999 (inception) to December 31, 2000 due to the zero net income
and the net operating loss carryforward.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
Liquidity and Capital Resources.
The Company remains in the development stage, and since inception, has
experienced no significant change in liquidity or capital resources or
stockholders' equity.
On September 15, 2000, the Company issued a statement regarding its entering
into a broker agreement with Airway Business Credit to provide equipment
leasing, factoring and asset based lending for small to medium size companies.
The Company launched its website for its new operations on September 18, 2000.
The Company will carry out its plan of business to provide various lending
sources for small to medium size companies.
The Company cannot predict to what extent its liquidity and capital resources
will be diminished prior to the Company's business loan brokerage business
becomes profitable
Results of Operations.
During the period from June 3, 1999 (inception) through December 31, 2000, the
Company has engaged in no significant operations other than the acquisition of
capital and registering its securities under the Securities and Exchange Act of
1934, as amended. No revenues were received by the Company during this
period. The Company has experienced a net loss of $ 3,174 since inception.
The Company borrowed $3,174 from its principal shareholder in order to pay its
general and administrative expenses.
9
On September 15, 2000, the Company issued a statement regarding its entering
into a broker agreement with Airway Business Credit to provide equipment
leasing, factoring and asset based lending for small to medium size companies.
The Company launched its website for its new operations on September 18, 2000.
The Company will carry out its plan of business to provide various lending
sources for small to medium size companies. The Company anticipates that it
will not generate any significant revenues, and may continue to operate at a
loss for some time in its new business of business loan brokerage.
Irrespective of whether the Company's cash assets prove to be inadequate to
meet the Company's operational needs, the Company might seek to compensate
providers of services by issuance of stock in lieu of cash.
Need for Additional Financing.
The company will require additional working capital. There is no assurance that
the available funds will ultimately prove to be adequate for the Company's
operations. Although no commitments to provide funds have been made by
management or other stockholders, it is anticipated that the Company would seek
loans or additional capital contributions from its existing principal
shareholders in the event it requires additional working capital. However,
there can be no assurance that other funds will be available to cover the
Company's expenses.
FORWARD LOOKING STATEMENTS
This report contains certain 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. Stockholders are cautioned that
all forward-looking statements involve risks and uncertainty, including
without limitation, our ability to complete and execute our business plan.
Although we believe the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate,
and therefore, there can be no assurance that the forward-looking statements
contained in the report will prove to be
accurate.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Change 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
Not applicable
10
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 - Financial Data Schedule
(b) Reports on Form 8-K
None
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.
Morgan Clark Management, Inc.
(Registrant)
Date: March 26, 2001 /s/ Vincent van den Brink
-------------------------
Vincent van den Brink, President
[CAPTION]
[TYPE]EX-27
[DESCRIPTION]FINANCIAL DATA SCHEDULES (REGISTRANT)
[ARTICLE]5
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S INTERIM UNAUDITED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[MULTIPLIER]1
PERIOD-TYPE> 3-MOS
[FISCAL-YEAR-END] JUN-30-2000
[PERIOD-START] OCT-01-2000
[PERIOD-END] DEC-31-2000
[CASH] 0
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 0
[CURRENT-LIABILITIES] 3074
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
11
COMMON> 1,000
OTHER-SE> 0
[TOTAL-LIABILITY-AND-EQUITY] 0
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 0
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 0
[EPS-BASIC] (.00)
[EPS-DILUTED] (.00)
12