UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from to
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Commission File Number: 000-32799
Clement Corp.
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(Name of Small Business Issuer in its charter)
Nevada 33-0965562
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
34601 Calle Monte, Capistrano Beach, California 92624
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (949) 492-9998
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 practical date. As of August 13, 2001, there were
5,000,000 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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CLEMENT CORP.
(A Development Stage Company)
BALANCE SHEET
JUNE 30, 2001
(Unaudited)
ASSETS $
-
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LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities $ -
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STOCKHOLDER'S EQUITY
Preferred Stock, $0.001 par value;
5,000,000 shares authorized, no shares
issued and outstanding -
Common Stock, $0.001 par value;
50,000,000 shares authorized,
5,000,000 shares issued and outstanding
5,000
Additional paid-in capital 636
Deficit accumulated during
the development stage (5,636)
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Total stockholder's equity
-
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Total liabilities and stockholder's equity $ -
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The accompanying notes are an integral part of these financial statements.
2
CLEMENT CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MAY 8, 2001
(INCEPTION) TO JUNE 30, 2001
(Unaudited)
Revenue $ -
General and administrative expenses (5,636)
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Loss from operations before provision for income taxes (5,636)
Provision for income taxes -
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Net loss $ (5,636)
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Net loss per share - basic and diluted $ -
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Weighted average number of common shares
outstanding 5,000,000
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The accompanying notes are an integral part of these financial statements.
3
CLEMENT CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
MAY 8, 2001 (INCEPTION) TO JUNE 30, 2001
(Unaudited)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage Total
------------- -------------- --------------- --------------- ------------
Balance, May 8, 2001 $ - $ - $ - $ -
-
Issuance of shares for services - May 9, 2001 5,000,000 5,000 - 5,000
-
Expenses paid by shareholder - - 636 - 636
Net loss - - - (5,636) (5,636)
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Balance, June 30, 2001 5,000,000 $ 5,000 $ 636 $ (5,636 ) $ -
============= ============== =============== =============== ============
The accompanying notes are an integral part of these financial statements.
4
CLEMENT CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
MAY 8, 2001 (INCEPTION) TO JUNE 30, 2001
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,636)
Stock issued for services 5,000
Expenses paid by shareholder 636
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NET CASH USED IN OPERATING ACTIVITIES -
CASH AND CASH EQUIVALENTS - May 8, 2001 -
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CASH AND CASH EQUIVALENTS - June 30, 2001 $ -
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SUPPLEMENTAL INFORMATION:
During the initial period May 8 to June 30, 2001, the Company paid no
cash for interest or income taxes.
The accompanying notes are an integral part of these financial statements.
5
CLEMENT CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Clement Corp. (the "Company") is currently a development-stage company
under the provisions of the Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") NO. 7.
The Company was incorporated under the laws of the state of Nevada on
May 8, 2001.
Interim Financial Information
The accompanying unaudited interim financial statements have
been prepared by the Company, in accordance with generally
accepted accounting principles pursuant to Regulation S-B of
the Securities and Exchanges Commission. Certain information
and footnote disclosures normally included in audited
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or
omitted. Accordingly, these interim financial statements
should be read in conjunction with the Company's financial
statements and related notes as contained in Form 10-SB for
the period ended May 15, 2001. In the opinion of management,
the interim financial statements reflect all adjustments,
including normal recurring adjustments, necessary for fair
presentation of the interim periods presented. The results
of operations for the initial period May 8 to June 30, 2001
are not necessarily indicative of results of operations to
be expected for the initial fiscal year ended December 31,
2001.
6
Item 2. Plan of Operation
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This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.
Our Business. We were incorporated on May 8, 2001, as a development stage or
shell corporation that seeks to identify and complete a merger or acquisition
with a private entity whose business presents an opportunity for our
shareholder. We will review and evaluate business ventures for possible mergers
or acquisitions. We have not yet entered into any agreement, nor do we have any
commitment or understanding to enter into or become engaged in a transaction.
Further, our objectives, discussed herein, are extremely general and are not
intended to restrict our discretion.
A decision to participate in a specific business opportunity will be made based
upon our analysis of the quality of the prospective business opportunity's
management and personnel, assets, the anticipated acceptability of products or
marketing concepts, the merit of a proposed business plan, and numerous other
factors which are difficult, if not impossible, to analyze using any objective
criteria.
We have no plans or arrangements proposed or under consideration for the
issuance or sale of additional securities, prior to the identification of a
business opportunity. Consequently, we anticipate that we will initially be able
to participate in only one business opportunity, due primarily to our limited
capital. The resulting lack of diversification should be considered a
substantial risk, as we will not be able to offset potential losses from one
venture against gains from another.
Competition. We will be involved in intense competition with other business
entities, many of which will have a competitive edge over us by virtue of their
stronger financial resources and prior experience in business. We cannot assure
you we will be successful in obtaining suitable business opportunities.
Employees. We are a development stage company and currently have no employees.
Our executive officers will devote only such time to our affairs as they deem
appropriate, which is estimated to be approximately five (5) hours per month. We
expect to use consultants, attorneys, and accountants, as necessary, and do not
anticipate a need to engage any full-time employees so long as we are
identifying and evaluating businesses. The need for employees and their
availability will be considered in connection with a decision whether or not to
acquire or participate in a specific business venture.
7
Results of Operations. We have not yet realized any revenue from operations, nor
do we expect to in the foreseeable future.
Liquidity and Capital Resources. We have cash of $0.00 as of June 30, 2001. Alia
Neely, our sole officer and director, has paid our expenses since our formation,
and we anticipate that Ms. Neely will continue to pay our expenses.
We have no commitment for any capital expenditure and do not expect any in the
foreseeable future. However, we will incur routine fees and expenses incident to
our reporting duties as a public company, and we will incur expenses in finding
and investigating possible acquisitions and other fees and expenses in the event
we make an acquisition or attempt to but are unable to complete an acquisition.
Our cash requirements for the next 12 months include accounting expenses and
other expenses relating to preparing filings required pursuant to the Securities
Exchange Act of 1934 ("Exchange Act"). Those expenses should not exceed $10,000
over the next twelve months. Any travel, lodging or other expenses which may
arise related to finding, investigating and attempting to complete a combination
with one or more potential acquisitions could also amount to thousands of
dollars.
Should existing management or shareholders refuse to advance needed funds,
however, we would be forced to turn to outside parties to either loan money to
us or buy our securities. We cannot assure you that we will be able at need to
raise necessary funds from outside sources. Such a lack of funds could result in
severe consequences to the Company, including among others:
o failure to make timely filings with the SEC as required by the Exchange
Act, which would also probably result in suspension of trading or
quotation in our stock and could result in fines and penalties to us
under the Exchange Act;
o curtailing or eliminating our ability to locate and perform suitable
investigations of potential acquisitions; or
o inability to complete a desirable acquisition due to lack of funds to
pay legal and accounting fees and acquisition-related expenses.
Plan of Operation for the Next Twelve Months. Our plan of operation over the
next twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination. Our main purpose and
goal is to locate and consummate a merger or acquisition with a private entity.
Our directors will be compensated with stock of any surviving company subsequent
to a merger or acquisition with a private entity.
We will review and evaluate business opportunities for possible mergers or
acquisitions. We have not yet entered into any agreement, nor do we have any
commitment or understanding to enter into or become engaged in a transaction.
A decision to participate in a specific business opportunity will be made based
upon our analysis of the quality of the prospective business opportunity's
management and personnel, assets, the anticipated acceptability of products or
marketing concepts, the merit of a business plan, and numerous other factors,
which are difficult, if not impossible, to analyze using any objective criteria.
The selection of a business opportunity in which to participate is complex and
risky. Additionally, as we have only limited resources, it may be difficult to
find favorable opportunities. We cannot assure you that we will be able to
identify and acquire any business opportunity which will ultimately prove to be
beneficial to us and our shareholders. We will select any potential business
opportunity based on our management's business judgment.
8
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
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None.
Item 2. Changes in Securities.
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None.
Item 3. Defaults Upon Senior Securities
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None
Item 4. Submission of Matters to Vote of Security Holders
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None
Item 5. Other Information
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None
Item 6. Exhibits and Reports on Form 8-K
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None.
9
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 in the City of Newport Beach, California, on August 13, 2001.
Clement Corp.
a Nevada corporation
By: /s/ Alia Neely
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Alia Neely
Its: President, Secretary, Treasurer, Director