U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 025908
SICLONE INDUSTRIES, INC.
(Exact name of small business issuer as specified in its
charter)
Nevada 87-0429748
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
6269 Jamestown Court, Salt Lake City, Utah 84121
(Address of principal executive offices)
801-566-6627
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer
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 PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to 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 June 30, 2000: 23,810,000 shares
of common stock.
Transitional Small Business Format: Yes [ ] No [ X ]
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FORM 10-QSB
PATRIOT INVESTMENT CORPORATION
INDEX
Page
PART I. Financial Information
Item I. Financial Statements (unaudited) 3
Condensed Balance Sheets - June 30, 2000
(unaudited) and December 31, 1999 4
Condensed Statements of Operations
(unaudited) for the Three and Six Months
Ended June 30, 2000 and 1999, and for the
Period from November 1, 1985 (Inception)
to June 30, 2000 5
Statements of Stockholders' Equity
(Deficit) 6
Statements of Cash Flows (unaudited) for
the Three and Six Months Ended June 30,
2000 and 1999, and from the Period from
November 1, 1985 (Inception) to June 30, 10
2000
Notes to Consolidated Financial
Statements 11
Item 2. Management's Discussion and
Analysis of Financial Condition 13
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
(Inapplicable items have been omitted)
2
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PART I.
Financial Information
Item 1. Financial Statements (unaudited)
In the opinion of management, the accompanying unaudited
financial statements included in this Form 10-QSB reflect all
adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the results of operations
for the periods presented. The results of operations for the
periods presented are not necessarily indicative of the results
to be expected for the full year.
3
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
June 30, December 31,
2000 1999
(Unaudited)
CURRENT ASSETS
Cash $ 879 $ 178
Total Current Assets 879 178
TOTAL ASSETS $ 879 $ 178
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ - $ 280
Accounts payable - related party (Note 2) 8,700 5,000
Total Liabilities 8,700 5,280
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 5,000,000 shares
authorized at $0.001 par value; -0- shares
issued and outstanding - -
Common stock: 30,000,000 shares authorized
at $0.001 par value; 23,810,000 shares
issued and outstanding 23,810 23,810
Additional paid-in capital 583,693 583,693
Deficit accumulated during the
development stage (615,324) (612,605)
Total Stockholders' Equity (Deficit) (7,821) (5,102)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 879 $ 178
4
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception on
For the For the November 1,
Six Months Ended Three Months Ended 1985 Through
June 30, June 30, June 30,
2000 1999 2000 1999 2000
REVENUES $ - $ - $ - $ - $ -
EXPENSES (2,719) (4,672) (1,089) (1,632) (19,821)
LOSS FROM DISCONTINUED
OPERATIONS - - - - (595,503)
NET LOSS $ (2,719) $(4,672) $(1,089) $(1,632) $(615,324)
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
5
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance,
November 1, 1985 - $ - $ - $ -
Issuance of 500,000 shares
of common stock to Officers
and Directors for cash on
November 1, 1985 at
$0.02 per share 500,000 500 9,500 -
Cancellation of 140,000
shares on February 7, 1986 (140,000) (140) 140 -
Cancellation of 300,000 shares
on October 1, 1986 (300,000) (300) 300 -
Issuance of 1,000,000 shares
of common stock to the public
offered March 26, 1986 at
$0.10 per share 1,000,000 1,000 99,000 -
Deferred offering costs
offset against additional
paid-in capital - - (18,678) -
Issuance of 10,700,000
shares of common stock
October 10, 1986 at $0.05
per share 10,700,000 10,700 483,251
Issuance of 50,000 shares
for promotional services at
$0.001 per share 50,000 50 - -
Accumulated losses from
formation on November 1, 1985
through December 31, 1987 - - - (502,196)
Balance,
December 31, 1987 11,810,000 $ 11,810 $ 573,513 $ (502,196)
6
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance,
December 31, 1987 11,810,000 $ 11,810 $ 573,513 $ (502,196)
Net loss for the year ended
December 31, 1988 - - - (92,783)
Balance,
December 31, 1988 11,810,000 11,810 573,513 (594,979)
Cash contributed to additional
paid-in capital - - 10,180 -
Net loss for the year ended
December 31, 1989 - - - (524)
Balance,
December 31, 1989 11,810,000 11,810 583,693 (595,503)
Net loss for the year ended
December 31, 1990 - - - -
Balance,
December 31, 1990 11,810,000 11,810 583,693 (595,503)
Net loss for the year ended
December 31, 1991 - - - (758)
Balance,
December 31, 1991 11,810,000 $ 11,810 $ 583,693 $ (596,261)
7
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance,
December 31, 1991 11,810,000 $ 11,810 $ 583,693 $ (596,261)
Net loss for the year ended
December 31, 1992 - - - (651)
Balance,
December 31, 1992 11,810,000 11,810 583,693 (596,912)
Issuance of 1,000,000 shares
of common stock to officer for
cash June 7, 1993 at $0.001
per share 1,000,000 1,000 - -
Net loss for the year ended
December 31, 1993 - - - (2,513)
Balance,
December 31, 1993 12,810,000 12,810 583,693 (599,425)
Net loss for the year ended
December 31, 1994 - - - -
Balance,
December 31, 1994 12,810,000 12,810 583,693 (599,425)
Issuance of 11,000,000 shares
of common stock to officer
for cash at $0.001 per
share 11,000,000 11,000 - -
Net loss for the year ended
December 31, 1995 - - - (438)
Balance,
December 31, 1995 23,810,000 $ 23,810 $ 583,693 $ (599,863)
8
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance,
December 31, 1995 23,810,000 $ 23,810 $ 583,693 $ (599,863)
Net loss for the year ended
December 31, 1996 - - - (1,256)
Balance,
December 31, 1996 23,810,000 23,810 583,693 (601,119)
Net loss for the year ended
December 31, 1997 - - - (1,373)
Balance,
December 31, 1997 23,810,000 23,810 583,693 (602,492)
Net loss for the year ended
December 31, 1998 - - - (770)
Balance,
December 31, 1998 23,810,000 23,810 583,693 (603,262)
Net loss for the year ended
December 31, 1999 - - - (9,343)
Balance,
December 31, 1999 23,810,000 23,810 583,693 (612,605)
Net loss for the six months
ended June 30, 2000 (unaudited) - - - (2,719)
Balance, June 30, 2000
(unaudited) 23,810,000 $ 23,810 $ 583,693 $ (615,324)
9
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception on
November 1,
For the Six Months For the Three Months 1985 Through
Ended June 30, Ended June 30, June 30,
2000 1999 2000 1999 2000
OPERATING ACTIVITIES:
Net loss $(2,719) $(4,672) $(1,089) $(1,632) $ (615,324)
Adjustments to reconcile
net loss to net cash (used)
by operating activities:
Shares issued for services - - - - 50
Changes in operating assets
and liabilities:
Increase (decrease) in accounts
payable and accounts payable
- related party 3,420 2,640 1,600 1,320 8,700
Net Cash Provided (Used) by
Operating Activities 701 (2,032) 511 (312) (606,574)
INVESTING ACTIVITIES: - - - - -
FINANCING ACTIVITIES:
Additional capital contributed - - - - 10,180
Stock offering costs - - - - (18,678)
Issuance of common stock - - - - 615,951
Net Cash Provided by
Financing Activities - - - - 607,453
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 701 (2,032) 511 (312) 879
CASH AT BEGINNING OF
PERIOD 178 4,241 368 2,521 -
CASH AT END OF PERIOD $ 879 $ 2,209 $ 879 $ 2,209 $ 879
CASH PAID FOR
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
10
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was incorporated in the State of Delaware on
November 1, 1985 under the name McKinnely Investments,
Inc. In November 1986, the Company changed its name to
Acculine Industries, Incorporated and in May 1988 to
Siclone Industries, Inc.
The Company was incorporated for the purpose of providing
a vehicle, which could be used to raise capital and seek
business opportunities.
b. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has elected a
calendar year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid
investments with maturities of three months or less at
the time of acquisition.
d. Basic Loss Per Share
The computations of basic loss per share of common stock
are based on the weighted average number of shares
outstanding during the period.
For the For the
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Numerator - income
(loss) $ 1,630 $ 3,040 $ 2,719 $ 4,672
Denominator - weighted
average number of
shares outstanding 23,810,00 23,810,000 23,810,000 23,810,000
Basic loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
11
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Provision for Taxes
The Company has net operating loss carryforwards totaling
approximately $615,000 that may be offset against future
taxable income through 2020. No tax benefit has been
reported in the financial statements, because the Company
believes there is a 50% or greater chance the loss
carryforwards will expire unused. Accordingly, the
potential tax benefits of the loss carryforwards are
offset by a valuation allowance of the same amount.
f. Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
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.
g. Unaudited Financial Statements
The accompanying unaudited financial statements include
all of the adjustments which, in the opinion of
management, are necessary for a fair presentation. Such
adjustments are of a normal recurring nature.
NOTE 2 - RELATED PARTY TRANSACTIONS
During 1993, the Company's president purchased 1,000,000
shares of common stock for $1,000. During 1995, the
Company's president purchased an additional 11,000,000
shares of common stock for $11,000.
During 1999 and 2000, the Company's president loaned
$5,000 and $3,700, respectively, to cover operating
expenses. The amount is non-interest bearing and due on
demand.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of
assets and liquidation of liabilities in the normal
course of business. However, the Company has little cash
and has experienced losses from inception. Without
realization of additional adequate financing, it would be
unlikely for the Company to pursue and realize its
objectives. The Company intends to seek a merger with an
existing operating company. In the interim, an officer
of the Company has committed to meeting its operating
expenses.
12
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATION
Forward-Looking Statement Notice
When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27a of the Securities
Act of 1933 and Section 21e of the Securities Exchange Act of
1934 regarding events, conditions, and financial trends that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position. Persons
reviewing this report are cautioned that any forward-looking
statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may
differ materially from those included within the forward-looking
statements as a result of various factors. Such factors are
discussed under the "Item 6. Management's Discussion and
Analysis of Financial Condition or Plan of Operations," and also
include general economic factors and conditions that may directly
or indirectly impact the Company's financial condition or results
of operations.
Three Month periods Ended June 30, 2000 and 1999
The Company had no revenue from continuing operations for the
three-month period ended June 30, 2000 and 1999.
General and administrative expenses for the three month periods
ended June 30, 2000 and 1999, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. These expenses were $1,089 and $1,632 for
the three-month periods ended June 30, 2000 and 1999,
respectively.
As a result of the foregoing factors, the Company realized a net
loss of $1,089 for the three months ended June 30, 2000, as
compared to a net loss of $1,632 for the same period in 1999.
Six Month periods Ended June 30, 2000 and 1999
The Company had no revenue from continuing operations for the six-
month period ended June 30, 2000 and 1999.
General and administrative expenses for the six month periods
ended June 30, 2000 and 1999, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. These expenses were $2,719 and $4,672 for
the six month periods ended June 30, 2000 and 1999, respectively.
As a result of the foregoing factors, the Company realized a net
loss of $2,719 for the six months ended June 30, 2000, as
compared to a net loss of $4,672 for the same period in 1999.
Liquidity and Capital Resources
At June 30, 2000, the Company had working capital of
approximately $879, as compared to a working capital of
approximately $178 at December 31, 1999.
Management believes that the Company has sufficient cash and
short-term investments to meet the anticipated needs of the
Company's operations through at least the next 12 months.
However, there can be no assurances to that effect, as the
Company has no significant revenues and the Company's need for
capital may change dramatically if it acquires an interest in a
business opportunity during that period. The
13
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Company's current operating plan is to (i) handle the
administrative and reporting requirements of a pubic company, and
(ii) search for potential businesses, products, technologies and
companies for acquisition. At present, the Company has no
understandings, commitments or agreements with respect to the
acquisition of any business venture, and there can be no
assurance that the Company will identify a business venture
suitable for acquisition I the future. Further, there can be no
assurance that the Company would be successful in consummating
any acquisition on favorable terms or that it will be able to
profitably manage any business venture it acquires.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
Reports on Form 8-K: No reports on Form 8-K were filed by the
Company during the quarter ended June 30, 2000.
Exhibits: Included only with the electronic filing of this report
is the Financial Data Schedule for the six month period ended
June 30, 2000 (Exhibit ref. No. 27).
14
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SIGNATURES
In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned thereunto
duly authorized.
SICLONE INDUSTRIES, INC.
Date: August 8, 2000 By: /s/ Bradley S. Shepherd,
President, Secretary and Treasurer
15
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