SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending June 30, 2000
Commission File No. 0000-28899
Cirrus Development Corp.
A Nevada corporation 86-0972846
(I.R.S. Employer Identification Number)
2102 N. Donner Ave., Tucson, Arizona 85749
Registrant's telephone number, including area code:
(520) 577-1516
Check whether the issuer (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. [X]Yes [ ] No
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date:
Class Outstanding as of September 1, 2000
$.001 Par Value Common Stock 1,000,000 SHARES
PART I
This Report may contain certain "forward-looking"
statements as such term is defined in the Private
Securities Litigation Reform Act of 1995 or by the
Securities and Exchange Commission in its rules,
regulations and/or releases, which represent our
expectations or beliefs, including but not limited to,
statements concerning our operations, economic
performance, financial condition, growth and
acquisition strategies, investments, and future
operational plans. For this purpose, any statements
contained herein that are not statements of historical
fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, words
such as "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "estimate," "might,"
or "continue" or the negative or other variations
thereof or comparable terminology are intended to
identify forward-looking statements. These statements
by their nature involve substantial risks and
uncertainties, certain of which are beyond our control,
and actual results may differ materially depending on a
variety of important facts.
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to
Cirrus Development Corp., a Nevada corporation, and its
subsidiaries and predecessors unless otherwise
indicated. Reviewed, interim financial statements are
presented including a balance sheet for the Company as
of the quarter ended June 30, 2000 and statements of
operations, statements of shareholders equity and
statements of cash flows for the interim period up to
the date of such balance sheet.
INDEPENDENT ACCOUNTANT'S REPORT
Cirrus Development Corp.
(Formerly Centerfold International, Inc.)
(A Development Stage Company)
We have reviewed the accompanying balance sheets of
Cirrus Development Corp. (Formerly Centerfold International,
Inc.)(a development stage company) as of June 30, 2000, and
December 31, 1999, and the related statements of operations
for the three and six months, and cash flows for the six
month periods ended June 30, 2000 and 1999. These financial
statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information
consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially
less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the
financial statement 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
financial statements for them to be in conformity with
generally accepted accounting principles.
Respectfully submitted
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
July 22, 2000
F-1
CIRRUS DEVELOPMENT CORP.
(Formerly Centerfold International, Inc.)
(A Development Stage Company)
BALANCE SHEETS
June 30 December 31
2000 1999
Assets: $ - $ -
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 55 $ -
Total Liabilities $ 55 $ -
Shareholders' Equity:
Common Stock, Par Value $.001
Authorized 100,000,000 shares
Issued 1,000,000 shares at June 30, 2000
and December 31, 1999 1,000 1,000
Paid-In Capital 1,380 450
Retained Deficit (1,300) (1,300)
Deficit Accumulated During the
Development State (1,135) (150)
Total Stockholders' Equity (55) $ -
Total Liabilities and
Shareholders' Equity $ - $ -
F-2
See accompanying notes and accountants' report.
CIRRUS DEVELOPMENT CORP.
(Formerly Centerfold International, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the three months ended
ended June 30,
2000 1999
Revenues $ - $ -
Expenses
General & Administrative 985 -
Net Loss $(985) $ -
Basic & Diluted loss per share
$ - $ -
Cumulative
since October
20, 1999
For the six months ended inception of
ended June 30, development
2000 1999 stage
Revenues $ - $ - $ -
Expenses
General & Administrative 985 - 1,135
Net Loss $ (985) $ - $(1,135)
Basic & Diluted loss per share
$ - $ -
F-3
See accompanying notes and accountants' report.
CIRRUS DEVELOPMENT CORP.
(Formerly Centerfold International, Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Cumulative
Since October
20, 1999
For the six months ended Inception of
ended June 30, Development
2000 1999 Stage
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $ (985) $ - $(1,135)
Increase (Decrease) in
Accounts Payable 55 - (245)
Net Cash Used in
Operating activities (930) - (1,380)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Net Cash provided by
Investing activities - - -
CASH FLOWS FROM
FINANCING ACTIVITIES:
Capital contributed
By shareholder 930 - 1,380
Net Cash provided by
Financing activities 930 - 1,380
Net (Decrease) in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
At Beginning of Period - - -
Cash and Cash Equivalents
At End of Period $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $400
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AN
FINANCING ACTIVIITES: None
F-4
See accompanying notes and accountants' report.
CIRRUS DEVELOPMENT CORP.
(Formerly Centerfold International, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
This summary of accounting policies for Cirrus
Development Corp. (Formerly Centerfold International,
Inc.) is presented to assist in understanding the
Company's financial statements. The accounting
policies conform to generally accepted accounting
principles and have been consistently applied in the
preparation of the financial statements.
The unaudited financial statements as of June 30,
2000 and for the six months then ended reflect, in the
opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to fairly
state the financial position and results of operations
for the three months. Operating results for interim
periods are not necessarily indicative of the results
which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the
State of Nevada on July 11, 1996. The Company ceased
all operating activities during the period from July
22, 1996 to October 20, 1999 and was considered
dormant. Since October 20, 1999, the Company is in the
development stage, and has not commenced planned
principal operations.
Nature of Business
The company has no products or services as of June
30, 2000. The Company was organized as a vehicle to
seek merger or acquisition candidates. The Company
intends to acquire interests in various business
opportunities, which in the opinion of management will
provide a profit to the Company
Cash and Cash Equivalents
For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are not being
held for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in
conformity with generally accepted accounting
principles required management to make estimates and
assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from
those estimates.
Loss per Share
The reconciliations of the numerators and
denominators of the basic loss per share computations
are as follows:
Per-Share
Income Shares Amount
(Numerator) (Denominator)
For the three months ended June 30, 2000:
Basic Loss per Share
Loss to common shareholders
$ (985) 1,000,000 $ -
For the six months ended June 30, 2000:
Basic Loss per Share
Loss to common shareholders
$ (985) 1,000,000 $ -
For the three months ended June 30, 1999:
Basic Loss per Share
Loss to common shareholders
$ - 1,000,000 $ -
For the six months ended June 30, 1999:
Basic Loss per Share
Loss to common shareholders
$ - 1,000,000 $ -
The effect of outstanding common stock equivalents
would be anti-dilutive for June 30, 2000 and 1999 and
are thus not considered.
Reclassification
Certain reclassifications have been made in the
2000 and 1999 financial statements to conform with the
June 30, 2000 presentation.
NOTE 2 - INCOME TAXES
As of June 30, 2000, the Company had a net
operating loss carryforward for income tax reporting
purposes of approximately $2,000 that may be offset
against future taxable income through 2011. Current
tax laws limit the amount of loss available to be
offset against future income when a substantial change
in ownership occurs. Therefore, the amount available
to offset future taxable income will be limited. No
tax benefit has been reported in the financial
statements, because the Company believes there is a 50%
or greater chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of
the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and
as is common with a development stage company, the
Company has had recurring losses during its development
stage.
NOTE 4 - COMMITMENTS
As of June 30, 2000 all activities of the Company
have been conducted by corporate officers from either
their homes or business offices. Currently, there are
no outstanding debts owed by the Company for the use of
these facilities and there are no commitments for
future use of the facilitates.
NOTE 5 - STOCK SPLIT
On October 20, 1999 the Board of Directors
authorized 1,000 to 1 stock split, changes the
authorized number of shares to 100,000,000 shares and
the par value to $.001 for the Company's common stock.
As a result of the split, 999,000 shares were issued.
All references in the accompanying financial statements
to the number of common stock and per-share amounts for
1999 and 1998 have been restated to reflect the stock
split.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
This Quarterly 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, which
are intended to be covered by the safe harbors created
thereby. Investors are cautioned that all forward-
looking statements involve risks and uncertainty,
including without limitation, the ability of the
Company to continue its expansion strategy, changes in
costs of raw materials, labor, and employee benefits,
as well as general market conditions, competition and
pricing. Although the Company believes that 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 included
in this Quarterly Report will prove to be accurate. In
light of the significant uncertainties inherent in the
forward-looking statements including herein, the
inclusion of such information should not be regarded as
are presentation by the Company or any other person
that the objectives and plans of the Company will be
achieved.
As used herein the term "Company" refers to Cirrus
Development Corp., a Nevada corporation and its
predecessors, unless the context indicates otherwise.
The Company is currently a shell company whose purpose
is to acquire operations through an acquisition or
merger or to begin its own start-up business.
The Company is in the process of attempting to identify
and acquire a favorable business opportunity. The
Company has reviewed and evaluated a number of business
ventures for possible acquisition or participation by
the Company. The Company has not entered into any
agreement, nor does it have any commitment or
understanding to enter into or become engaged in a
transaction as of the date of this filing. The Company
continues to investigate, review, and evaluate business
opportunities as they become available and will seek to
acquire or become engaged in business opportunities at
such time as specific opportunities warrant.
RESULTS OF OPERATIONS
The Company had no sales or sales revenues for the
period ended June 30, 2000 or 1999 because it is a
shell company that has not had any business operations
for the past three years.
The Company had no costs of sales revenues for the
period ended June 30, 2000 or 1999 because it is a
shell company that has not had any business operations
for the past three years. The Company had general and
administrative expenses for the period ended June 30,
2000 in the amount of $985.
The Company recorded net income loss of $985 for the
three months ended June 30, 2000 compared to $0 loss
for the comparable period in 1999.
CAPITAL RESOURCES AND LIQUIDITY
At June 30, 2000, the Company had total current assets
of $0 and total assets of $0 as compared to $0 current
assets and $0 total assets at December 31, 1999. The
Company had a net working capital deficit of $55 at
June 30, 2000 with a net working capital deficit of $0
at December 31, 1999.
Net stockholders' deficit in the Company was $55 as of
June 30, 2000 and $0 at December 31, 1999.
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Exhibits. Exhibits required to be attached by
Item 601 of Regulation S-B are listed in the Index to
Exhibits on page 12 of this Form 10-QSB, and are
incorporated herein by reference.
(b) Reports on Form 8-K. No reports on Form 8-K
were filed during the period covered by this Form 10-
QSB.
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, this 18th day of September, 2000.
Cirrus Development Corp.
/s/ Daniel L. Hodges
---------------------------
Daniel L. Hodges
September 18, 2000
President/CFO and Director
EXHIBIT INDEX
Exhibit No. Page No. Description
27 12 Financial Data Schedule
3
F - 12