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, 2003.
....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)
481 N. Seranado Street, Orange, California 92869
(Address of Principal Office) (Zip Code)
Issuer's telephone number: (714) 633-8083; Fax: 646-444-2888
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
---- ----
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, 2003 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
---- ----
1
MORGAN CLARK MANAGEMENT, INC.
Index Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of Dec 31, 2003 3
Statements of Operations for the nine months
ended Dec 31, 2003 and 2002 and
from Inception June 3, 1999 to Dec 31, 2003 4
Statements of Shareholders Equity from
Inception June 3, 1999 to Dec 31, 2003 5
Statements of Cash Flows for the three months
Ended Dec 31, 2003 and 2002 and
from Inception June 3, 1999 to Dec 31, 2003 6
Notes to Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-9
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Change in Securities and Use of Proceeds 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 10
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant as of and for the
quarter ending Dec 31, 2003, and for the period from inception (June 3, 1999)
through Dec 31, 2003, 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.
2
MORGAN CLARK MANAGEMENT, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended Dec 31, 2003
Morgan Clark Management, Inc.
(A Development Stage Company)
BALANCE SHEET
Dec 31, 2003
(unaudited)
Dec 31, 2003
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;
100,000,000 shares authorized;
1,000,000 shares issued and
outstanding at Dec 31, 2003 1,000
Stock Subscription Receivable (900)
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.
3
Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Dec 31, 2003
(unaudited)
Six From Inception
Months June 3, 1999
Ended to
12/31/2003 12/31/2002 12/31/2003
----------------------------- ----------
INCOME:
Revenue $ 0 $ 0 $ 0
TOTAL INCOME $ 0 $ 0 $ 0
EXPENSES:
General, and Administrative $ 0 $ 0 $ 3,174
Amortization $
Total Expenses $ 0 $ 0 $ 3,174
Net Profit/Loss(-) From Operations $ 0 $ 0 $ (3,174)
Interest Income $ 0 $ 0 $ 0
INCOME (LOSS) BEFORE INCOME TAXES $ 0 $ 0 $ (3,174)
Provision for income tax $ 0 $ 0 $ 0
NET INCOME (LOSS) $ 0 $ 0 $ (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
4
MORGAN CLARK MANAGEMENT, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY For
the Period from June 3, 1999 (Inception) to
Dec 31, 2003
(unaudited)
Common Shares Stock Amount Additional Stock (Deficit)
paid-in Subscription Accumulated
capital Rceivable During
Development
Stage
Issued for 1,000,000 $ 1,000 $ 0
Cash and organizational costs
June 3, 1999
Stock Subscription Receivable $ (900)
Net Income June 3, 1999 (inception) to $ (200)
June 30, 1999
Balance June 30, 1999 1,000,000 $ 1000 $ 0 $ (900) $ (200)
=========== =========== =========== =========== ===========
Net Income (Loss) from July 1, 1999 $ (2,874)
To June 30, 2000
Balance June 30, 2000 1,000,000 $ 1,000 $ 0 $ (900) $ (3,074)
----------- ----------- ----------- ----------- -----------
Net Income (Loss) from July 1, 2000 $ (100)
To June 30, 2001
Balance June 30, 2001 1,000,000 $ 1,000 $ 0 $ (900) $ (3,174)
----------- ----------- ----------- ----------- -----------
Net Income (Loss) from July 1, 2001 $ 0
To June 30, 2002
Balance June 30, 2002 1,000,000 $ 1,000 $ 0 $ (900) $ (3,174)
----------- ----------- ----------- ----------- -----------
Net Income (Loss) from July 1, 2002 $ 0
To June 30, 2003
Balance June 30, 2003 1,000,000 $ 1,000 $ 0 $ (900) $ (3,174)
----------- ----------- ----------- ----------- -----------
Net Income (Loss) from July 1, 2003 $ 0
To Dec 31, 2003
Balance Dec 31, 2003 1,000,000 $ 1,000 $ 0 $ (900) $ (3,174)
------------ ----------- ---------- ----------- -----------
5
Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Dec 31, 2003
(unaudited)
Period from
Six Months Inception
Ended (6/3/99)
----- through
12/31/2003 12/31/2002 12/31/2003
----------- ---------- ----------
Cash Flows from Operating Activities:
Net Income (Loss) $ 0 $ 0 $ (3,174)
Changes in Operating Assets &
Liabilities:
Increase (decrease) in accounts payable $ 0 $ 0 $ 3,074
Net Cash (Used) by Operating -------- ------- --------
Activities $ 0 $ 0 $ (100)
======== =======
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of organizational costs $ 0 $ 0
Corp. Promissory Note $ $
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.
Morgan Clark Management, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2003
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The information including in the condensed financial statements is unaudited,
6
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 (www.morganclarkleasing.com) 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. On August 13, 2001, the Company's Form SB-2 filing became
effective for the sale of 50,000 shares at $0.50 per share for a total of
$25,000. To date, no shares have been sold.
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 100,000,000 shares with a
par value of $0.001 per share. As of December 31, 2003, the Company had
1,000,000 shares outstanding.
Preferred Stock.
The authorized Preferred Stock of the Company consists of 40,000,000 shares with
a par value of $0.001 per share. No preferred shares have been issued.
7
3. INCOME TAXES
There is no provision for income taxes for the period ended December 31, 2002
and June 3, 1999 (inception) to December 31, 2002 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 Dec 31, 2002, 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.
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.
8
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
Item 5. Other Information
Not applicable
9
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
Signatures:
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Morgan Clark Management, Inc. (the
"Registrant") on Form 10-QSB for the quarterly period ending December 31, 2003
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Rita Thomas, Chairman of the Board of Directors, President, and
Chief Executive Officer of the Registrant, certify, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, that:
1. I have reviewed this quarterly report on Form 10-QSB of the Registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 21, 2004 /s/Rita Thomas
--------------
Rita Thomas
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Morgan Clark Management Co.,
Inc. (the "Registrant") on Form 10-QSB for the period ending December 31, 2003
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Rita Thomas, Chief Executive Officer and Chief Financial Officer
of the Registrant, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
1. the report fully complies with the requirements of Section 13(a) or
15(d) of the Exchange Act; and
2. the information contained in the report fairly presents, in all
material respects, the financial condition and results of operations
of the issuer; and
3. A signed original of this written statement required by Section 906
has been provided to the Registrant and will be retained by the
Registrant and furnished to the Securities and Exchange Commission or
its staff upon request.
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Morgan Clark Management Co., Inc. (Registrant)
Dated: May 21, 2004 By:/s/ Rita Thomas
------------------
Rita Thomas
Chief Executive Officer, and
Chief Financial Officer