UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10QSB/A
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended December 31, 2001
( ) Transition report pursuant of Section 13 or 15(d) of the Securities
Exchange Act of 1939 for the transition period ____ to______
COMMISSION FILE NUMBER: 333-56604
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McSmoothies, Inc.
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(Exact name of registrant as specified in its charter)
California 91-2090516
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(State or other jurisdiction of (IRS Employer I.D. Number)
incorporation or organization)
827 State Street, Suite 14
Santa Barbara, CA 93101
(805) 560-1308 (PHONE)
(805) 560-3608 (FAX)
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(Address of Principal Executive Offices, including Registrant's zip code
and telephone number)
NONE
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Former name, former address and former fiscal year, if changed
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
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The number of shares of the registrant's common stock issued and outstanding as
of December 31, 2001: 1,972,200 shares.
Transitional Small Business Disclosure Format (check one): Yes No X
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TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Balance Sheet
(b) Statement of Operations
(c) Statement of Changes in Financial Position
(d) Statement of Shareholders' Equity
(e) Notes to Financial Statements
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Item 3. Risks
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6
(a) Exhibits
(b) Reports on Form 8K
SIGNATURES
FINANCIAL DATA SCHEDULE
McSMOOTHIES, INC.
(A Development State Company)
BALANCE SHEET
ASSETS March 31, 2001 December 31, 2001
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TOTAL ASSETS $ - $ 10,000
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accrued income taxes pay 10,820 $ 10,820
Accounts payable - -
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Total current liabilities 10,820 10,820
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10,820 10,820
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Stockholders' equity
Common Stock, Par Value $0.001 per share-
authorized shares 100,000,000, issued and
outstanding 1,950,000 shares at March 31, 2001
and 1,960,600 at December 31, 2001 1,950 1,972
Paid-in Capital 1,800 29,478
Accumulated deficit (14,570) (32,270)
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Total stockholders' equity (10,820) ( 820)
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ - $ 10,000
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The accompanying notes are an integral part of these financial statements.
MCSMOOTHIES, INC.
(A Development State Company)
Statement of Operation
December 31, December 31,
2000 2001
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Revenue $ - $ -
General and administrative - -
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Net Profit (Loss) from operations - -
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Net Loss - -
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Net Loss Per Share (Basic and Diluted) (.00) (.00)
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Weighted Average Common Shares
Outstanding 1,950,000 1,972,200
The accompanying notes are an integral part of these financial statements.
MCSMOOTHIES, INC.
(A Development State Company)
Cash Flows
December 31, December 31,
2000 2001
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Operating activities
Net Loss - -
Adjustments to reconcile net loss to
net cash used in operating activities
Stocks issued for services at fair value - -
Stocks issued for cash - -
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Net cash used in operating activities - -
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Net increase (decrease) in cash and cash equivalents - -
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Cash and cash equivalents - beginning of period - 10,000
Cash and cash equivalents - end of period - 10,000
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Non cash activities:
Stocks issued for services at fair value 0 0
The accompanying notes are an integral part of these financial statements.
MCSMOOTHIES, INC.
(A Development State Company)
Notes to Financial Statements
December 31, 2001
NOTE 1 - NATURE OF BUSINESS
McSmoothies, Inc. (the Company) was incorporated under the laws of the state of
California on September 21, 2000. It has developed a business plan to establish
a chain of juice smoothie stores across the United States. The Company has been
in the development state since its formation. Planned principal operations have
not yet commenced.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
A. Basis - The Company uses the accrual method of accounting.
B. Cash and cash equivalents - The Company considers all short term, highly
liquid investments that are readily convertible within three months to known
amounts as cash equivalents. Currently, it has no cash equivalents.
C. Loss per share - Net loss per share is provided in accordance with
Statement of Financial Accounting Standards No. 128 "Earnings Per Share".
Basic loss per share reflects the amount of losses for the period available to
each share of common stock outstanding during the reporting period, while
giving effect to all dilutive potential common shares that were outstanding
during the period, such as stock options and convertible securities. As of
December 31, 2001, the Company had no issuable shares qualified as dilutive to
be included in the earnings per share calculations.
NOTE 3 - INCOME TAXES
The Company has adopted the provision of SFAS No. 109 "Accounting for Income
Taxes". It requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the differences between the
financial statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the differences between the
financial statement and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Acquisition solutions, Ltd. has incurred losses that can be carried forward to
offset future earnings if conditions of the Internal Revenue codes are met.
There is a provision for income taxes for the period ended December 31, 2001,
to recognize California's minimum income tax. The Company's total deferred tax
assets as of December 31, 2001 is as follows:
Net operating loss carryforward $32,270
Valuation allowance (32,270)
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Net deferred tax asset 0
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The net operating loss carry forward for federal tax purposes will expire in
year 2020.
NOTE 4 - GOING CONCERN
The Company has nominal assets and no current operations with which to create
operating capital. It seeks to raise operating capital through private
placements of its common stock. However, there can be no assurance that such
offering or negotiations will be successful.
NOTE 5 - FISCAL YEAR END
The fiscal year end of the Company is March 31.
No dealer, salesperson or other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this prospectus and, if given or made, such
information or representations must no be relied upon as having been authorized
by Mc Smoothie's or its officers or directors. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
NOTE 6 - THE COMPANY commenced its private offering of 200,000 shares of common
stock on Form SB-2 March 2001, and sold 22,700 shares.
GENERAL
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McSmoothies(the Company) has elected to omit substantially all footnotes to the
financial statements for the period ended December 31, 2001 since there have
been no material changes (other than indicated in other footnotes) to the
information previously reported by the Company in their audited financial
statements on From SB-2, for the fiscal year ended March 31, 2001.
UNAUDITED INFORMATION
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The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
In this report references to "we," "us," and "our" refer to McSmoothies,
Inc.
FORWARD LOOKING STATEMENTS
This Form 10-QSB contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. For this purpose any
statements contained in this Form 10-QSB that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate" or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are not within MCsMOOTHIE's
control. These factors include but are not limited to economic conditions
generally and in the industries in which McSmoothies may participate;
competition within McSmoothies's chosen industry, including competition from
much larger competitors; technological advances and failure by McSmoothies to
successfully develop business relationships.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Results of Operations
Since inception, we have had no revenues and have experienced losses.
We have financed our operations primarily through the sale of our common stock
or by loans from shareholders. The net loss for the period ended December 31,
2001 was $0, compared to a net loss of $0 for the same period of 2000. The
difference is insignificant, and a comparison of the two periods is not
meaningful, due to the fact that we have had minimal operations and nominal
expenses since inception.
Liquidity and Capital Resources
As of December 31, 2001, we had $10,000 cash on hand and total current
liabilities of $10,820. We have no material commitments for the next twelve
months. We believe that our current cash needs for at least the next twelve
months can be met by loans from our directors, officers and shareholders. Due
to our lack of cash and current liabilities since inception, management
believes a comparison of the period ended December 31, 2001 and the period
December 31, 2000 would not be meaningful.
PART II: OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned who is duly authorized.
McSmoothies, Inc.
February 20, 2002 By: Nina Gotova
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Nina Gotova, President