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,
1999.
...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 (IRS Employer Id. No.)
jurisdiction of Incorporation)
3158 Redhill Ave., Ste. 240 Costa Mesa, CA 92626
(Address of Principal Office) Zip Code
Issuer's telephone number: (714) 770-2578
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
dDuring 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 .....
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
12/31/99 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..
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, 1999, and for the period from
inception (June 3, 1999) through December 31, 1999, 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.
MORGAN CLARK MANAGEMENT, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended December 31, 1999
TABLE OF CONTENTS
DESCRIPTION PAGE
BALANCE SHEET 3
STATEMENT OF LOSS AND ACCUMULATED DEFICIT 4
STATEMENTS OF CASH FLOWS 5
STATEMENT OF STOCKHOLDERS' EQUITY 6
NOTES TO FINANCIAL STATEMENTS 7
MORGAN CLARK MANAGEMENT, INC.
(A Development Stage Company)
BALANCE SHEET
(unaudited)
Dec 31 Sept 30
1999 1999
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 0 0
OTHER ASSETS:
Organizational costs (net
of amortization)
TOTAL ASSETS $ 0 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 1,424 $ 1,000
Accounts payable- related party 100
Total Liabilities $ 1,424 $ 1,100
STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
50,000,000 shares authorized;
1,000,000 shares issued and
outstanding at Dec. 31, 1999 $ 1,000 $ 1,000
Stock Subscription Receivable (900) (900)
Additional Paid in Capital 0
Deficit accumulated
during the development stage (1,524) (1,200)
Total stockholders' equity $(1,424) (1,100)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ -
The accompanying notes are an integral part of these financial
statements.
MORGAN CLARK MANAGEMENT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
Three Months Six Months
Ended Ended
12/31/99 12/31/99
INCOME:
Revenue $ 0 $ 0
TOTAL INCOME $ 0 $ 0
EXPENSES:
General, and Administrative $ 1,424 $ 2,424
Amortization $ $
Total Expenses $ 1,424 $ 2,424
Net Profit/Loss(-) From Operations $ (1,424) $ (2,424)
Interest Income $ 0
INCOME (LOSS) BEFORE INCOME TAXES $ (1,424) $ (2,424)
Provision for income tax $ 0
NET INCOME (LOSS) $ (1,424) $ (2,424)
NET INCOME (LOSS) PER SHARE-BASIC
AND DILUTED $ (.001) $ (.002)
AVERAGE NUMBER OF SHARES OF COMMON
STOCK OUTSTANDING 1,000,000 1,000,000
The accompanying notes are an integral part of these financial
statements
MORGAN CLARK MANAGEMENT, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
Three Months Period From
Ended Inception thru
(6/3/99) 12/31/99
Cash Flows from Operating
Activities:
Net Income (Loss) $ (1,424) $ (2,524)
Changes in Operating Assets &
Liabilities:
Increase (decrease) in
accounts payable $ 1,424 $ 2,424
Net Cash (Used) by
Operating Activities - -
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of organizational costs $ 0
Corp. Promissory Note $
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for cash $ 0 $ 100
Net Increase in Cash $ 0 $ 0
Cash, Beginning of Period $ 0 $ 0
Cash, End of Period $ 0 $ 0
The accompanying notes are an integral part of these financial
statements.
MORGAN CLARK MANAGEMENT, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception
(June 3, 1999 to December 31, 1999)
(Deficit
Accumulated
Additional During
Common Shares paid-in Development
Shares Amount capital Stage
Issued for
cash and organizational
costs
June 3, 1999 1,000,000 $1,000 $ 0
Stock Subscription
Receivable $ (900)
Net Income June 3, 1999
(inception) to December
31, 1999 $(2,524)
Balance
December 31, 1999 1,000,000 $ 100 $ 0 $(2,524)
The accompanying notes are an integral part of these financial
statements.
MORGAN CLARK MANAGEMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
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. It has no full-time employees and owns no real property. The
Company intends to seek to acquire one or more existing businesses which
Have existing management, through merger or acquisition, that may
Have potential for profit, and to that end, intends to acquire
properties or businesses, or a controlling interest therein. Management of
the Company will have virtually unlimited discretion in determining
the business activities in which the Company might engage.
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.
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, 1999 the
Company had 1,000,000 shares outstanding Preferred Stock.
The authorized Preferred Stock of the Company consists of 10,000,000
10,000,000 shares with a par value of $0.001 per share. No preferred
shares have been issued.
5. INCOME TAXES
There is no provision for income taxes for the period ended
June, 1999 (inception) to December 31, 1999 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.
The Company will carry out its plan of business to seek out and take
advantage of business opportunities that may have potential for profit,
and acquire such businesses, or a controlling interest therein.
The Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the consummation of a business
combination or whether its capital will be further depleted by the
operating losses (if any) of the business entity which the Company
may eventually acquire.
Results of Operations.
During the period from June 3, 1999 (inception) through December 31, 1999,
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
$1,523 since inception. The Company borrowed $1,524 from its principal
shareholder in order to pay its general and administrative expenses.
The Company anticipates that until a business combination is
completed with an acquisition candidate, it will not generate revenues,
and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.
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 believes that its existing capital will be sufficient to
meet the Company's cash needs, including the costs of compliance
with the continuing reporting requirements of the Securities
Exchange Act of 1934, as amended, for approximately three months.
Thereafter, the company will require additional working capital
Unless it has completed a business combination. Thus, 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.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE
(b) There have been no reports on Form 8-K for the quarter ending
December 31, 1999.
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.
Date: March 27, 2000 Morgan Clark Management, Inc.
/s/ Vincent van den Brink
Vincent van den Brink, President