UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
[ ] 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
incorporation or organization) Identification No.)
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 May 15, 2002, 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)
FINANCIAL STATEMENTS
MARCH 31, 2002
2
CLEMENT CORP.
(A Development Stage Company)
BALANCE SHEETS
March 31, December 31,
2002 2001
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(Unaudited)
ASSETS $ - $ -
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LIABILITIES AND STOCKHOLDER'S EQUITY
Accrued expense 1,500 1,000
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Total current liabilities 1,500 1,000
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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 5,000
Additional paid-in Capital 1,336 1,336
Deficit accumulated during
the development stage (7,836) (7,336)
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Total stockholder's equity (1,500)
(1,000)
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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.
3
CLEMENT CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
January 1, 2002 May 8, 2001
to (Inception) to
March 31, 2002 March 31, 2002
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Revenue $ - $ -
General and administrative expenses 500 7,836
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Loss from operations before provision for income taxes (500) (7,836)
Provision for income taxes - -
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Net loss $ (500) $ (7,836)
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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 5,000,000
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The accompanying notes are an integral part of these financial statements.
4
CLEMENT CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
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 - - 1,336 - 1,336
Net loss - - - (7,336) (7,336)
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Balance, December 31, 2001 5,000,000 5,000 1,336 (7336) (1,000)
Net loss (unaudited) - - - (500) (500)
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Balance, March 31, 2002 (unaudited) 5,000,000 $ 5,000 $ 1,336 (7,836) $ (1.500)
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The accompanying notes are an integral part of these financial statements.
5
CLEMENT CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
January 1, 2002 May 8, 2001
to (Inception) to
March 31, 2002 March 31, 2002
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (500) $ (7,836)
Stock issued for services - 5,000
Expenses paid by shareholder - 1,336
Increase in accrued expenses 500 1,500
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NET CASH USED IN OPERATING ACTIVITIES - -
CASH AND CASH EQUIVALENTS - beginning - -
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CASH AND CASH EQUIVALENTS - March 31, 2002 $ - $ -
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SUPPLEMENTAL INFORMATION:
During the initial period May 8 to March 31, 2002, the Company paid no
cash for interest or income taxes.
The accompanying notes are an integral part of these financial statements.
6
CLEMENT CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
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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.
Basis of Presentation
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The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the company as a going concern.
However, the Company has not established a source of revenue.
This factor raises substantial doubt about the Company's ability
to continue as a going concern. Without realization of additional
capital, it would be unlikely for the Company to continue as a
going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of
liabilities that might be necessary should the company be unable
to continue in existence. It is management's objective to seek
additional capital through a merger with an existing operating
company. In the interim, management is committed to meeting the
Company's minimal operating expenses.
Interim Financial Information
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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 10KSB for the period ended December
31, 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 three month
period ended March 31, 2002 are not necessarily indicative of
results of operations to be expected for the full year ended
December 31, 2002.
7
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 recently entered into an Acquisition Agreement with Global
Web TV, Inc., a Florida corporation, purusant to which we will acquire all of
the issued and outstanding shares of common stock of Global Web TV, Inc. There
are several contingencies which must be satisfied in order for the acquisition
to close and we do not know whether those conditions will be met. If we are
unable to complete the acquisition of Global Web TV, Inc., then we intend to
look for another merger or acquisition candidate.
Liquidity and Capital Resources. We have cash of $0.00 as of March 31, 2002. We
have no assets and we have liabilities of $1,500 as of December 31, 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.
8
Results of Operations. We have not yet realized any revenue from operations, nor
do we expect to in the foreseeable future. For the period ending March 31, 2002,
our total expenses were $500, which were represented by general and
administrative expenses. For the period ending March 31, 2002, we experienced a
net loss of $500.
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 is dependent
on our ability to complete the acquisition of Global Web TV, Inc. If we are
unable to complete the acquisition of Global Web TV, Inc., then we intend to
look for another merger or acquisition candidate.
We will need to raise additional capital to complete the acquisition of Global
Web TV, Inc. Such additional capital may be raised through public or private
financing as well as borrowings and other sources. We cannot guaranty that
additional funding will be available on favorable terms, if at all.
We are not currently conducting any research and development activities. We do
not anticipate conducting any other such activities in the next twelve months,
unless we complete the acquisition of Global Web TV, Inc. We do not anticipate
that we will purchase or sell any significant equipment in the next six to
twelve months unless we complete the acquisition of Global Web TV, Inc. We do
not anticipate that we will hire any employees in the next six to twelve months,
unless complete the acquisition of Global Web TV, Inc.
9
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.
10
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 May 15, 2002.
Clement Corp.
a Nevada corporation
By: /s/ Alia Neely
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Alia Neely
Its: President, Secretary, Treasurer, Director