SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(Mark One)
[ X ] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1999
[ ] Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number 0-25908
Siclone Industries Inc.
(Name of small business issuer in its charter)
Delaware 87-042699
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
6269 Jamestown Court, Salt Lake City, Utah 84121
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 801-566-6627
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered under Section 12(g) of the Exchange Act:
$.001 par value, common voting shares
(Title of class)
Check whether the Issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The issuer's revenue for its most recent fiscal year was: $-0-.
The aggregate market value of the issuer's voting stock held as
of March 20,1000, by non-affiliates of the issuers was $-0-.
There was no active trading market and no quote for Siclone
Industries Inc. during fiscal year 1999, therefore the value is
deemed to be $-0-.
As of March 20, 2000,the issuer had 23,810,000 shares of its
$.001 par value common stock outstanding.
Transitional Small Business Format: Yes [ ] No [ X ]
Documents incorporated by reference: none
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PART I
Item 1. Description of Business.
Siclone Industries, Inc., ("Siclone" or the "Company") was
originally incorporated in Delaware on November 1, 1985 as
McKinnely Investments, Inc. The company changed its name to
Accoline Industries, Inc. on November 5, 1986 and again changed
its name to Siclone Industries, Inc. on May 24, 1988.
The Company has not had active business operations since its
inception and is considered a development stage company. In
1993, the Company entered into an agreement with Bradley S.
Shepherd in which Mr. Shepherd agreed to become an officer and
director of the Company and use his best efforts to organize and
update the books and records of the Corporation and seek business
opportunities for acquisition or participation by the Company.
The Company intends to seek, investigate, and if warranted,
acquire an interest in a business opportunity. The Company does
not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore,
engage in essentially any business in any industry. The Company
has unrestricted discretion in seeking and participating in a
business opportunity, subject to the availability of such
opportunities, economic conditions and other factors.
The selection of a business opportunity in which to
participate is complex and extremely risky and will be made by
management in the exercise of its business judgment. There is no
assurance that the Company will be able to identify and acquire
any business opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.
The activities of the Company are subject to several
significant risks which arise primarily as a result of the fact
that the Company has no specific business and may acquire or
participate in a business opportunity based on the decision of
management which will, in all probability, act without the
consent, vote, or approval of the Company's shareholders.
Sources of Opportunities
It is anticipated that business opportunities may be
available to the Company from various sources, including its
officers and directors, professional advisers, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people.
Although the Company does not anticipate engaging professional
firms specializing in business acquisitions or reorganizations,
if management deems it in the best interests of the Company, such
firms may be retained. In some instances, the Company may
publish notices or advertisements seeking a potential business
opportunity in financial or trade publications.
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Criteria
The Company will not restrict its search to any particular
business, industry or geographical location. The Company may
acquire a business opportunity or enter into a business in any
industry and in any stage of development. The Company may enter
into a business or opportunity involving a "start up" or new
company. The Company may acquire a business opportunity in
various stages of its operation.
In seeking a business venture, the decision of management of
the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific
industry, management group, or product or industry, but will be
based upon the business objective of seeking long-term capital
appreciation in the real value of the Company.
In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial
and managerial resources; working capital and other financial
requirements; the history of operations, if any; prospects for
the future; the nature of present and expected competition; the
quality and experience of management services which may be
available and the depth of the management; the potential for
further research, development or exploration; the potential for
growth and expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, trade or
service marks, name identification; and other relevant factors.
Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of available facts, without reliance upon any single factor as
controlling.
Methods of Participation of Acquisition
Specific business opportunities will be reviewed and, on the
basis of that review, the legal structure or method of
participation deemed by management to be suitable will be
selected. Such structures and methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint
ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction. The Company
may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization.
Procedures
As part of the Company's investigation of business
opportunities, officers and directors may meet personally with
management and key personnel of the firm sponsoring the business
opportunity, visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
conduct other reasonable measures.
The Company will generally request that it be provided with
written materials regarding the business opportunity containing
such items as a description of product, service and company
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history; management resumes; financial information; available
projections with related assumptions upon which they are based;
an explanation of proprietary products and services; evidence of
existing patents, trademarks or service marks or rights thereto;
present and proposed forms of compensation to management; a
description of transactions between the prospective entity and
its affiliates; relevant analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; and other information deemed relevant.
Competition
The Company expects to encounter substantial competition in
its efforts to acquire a business opportunity. The primary
competition is from other companies organized and funded for
similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy
individuals.
Employees
The Company does not currently have any employees but relies
upon the efforts of its officers and directors to conduct the
business of the Company.
Item 2. Description of Property.
The Company does not currently own any property. The
Company utilizes office space in the residence of Bradley S.
Shepherd at no cost. Until such time as the Company pursues a
viable business opportunity and recognizes income, it will not
seek independent office space.
Item 3. Legal Proceedings.
No legal proceedings are threatened or pending against the
Company or any of its officers or directors. Further, none of
the Company's officers or directors or affiliates of the Company
are parties against the Company or have any material interests in
actions that are adverse to the Company's interests.
Item 4. Submission of Matters to a Vote of Securities Holders.
No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters.
The Company's common stock is listed on the Over the Counter
Bulletin Board ("OTCBB"), under the symbol "SICI". As of March
20, 2000, the Company had 281 shareholders holding 23,810,000
shares of common stock. Of the issued and outstanding common
stock, 1,110,000 are free trading, the balance are restricted
stock as that term is used in Rule 144.
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The Company has never declared a dividend on its Common
Stock. The last bid for the Company's common stock was in June,
1990 and the stock has not actively traded since that time. The
Company has not paid, nor declared, any dividends since its
inception and does not intend to declare any such dividends in
the foreseeable future. The Company's ability to pay dividends is
subject to limitations imposed by Delaware law. Under Delaware
law, dividends may be paid to the extent that the corporation's
assets exceed its liabilities and it is able to pay its debts as
they become due in the usual course of business.
Item 6. Management's Discussion and Analysis or Plan of
Operation.
The Company has little cash and has experienced losses from
inception. As of December 31, 1999, the Company had $178.00 cash
on hand. As of that date, the Company had $5,280 in accounts
payable. The Company has no material commitments for capital
expenditures for the next twelve months.
As of the date of this report, the Company has yet to
generate positive cash flow. Since inception, the Company has
primarily financed its operations through the sale of common
stock. The Company believes that its current cash needs can be
met with the cash on hand for at least the next twelve months.
However, should the Company obtain a business opportunity, it may
be necessary to raise additional capital. This may be
accomplished by selling common stock of the Company.
Management of the Company intends to actively seek business
opportunities for the Company during the next twelve months.
Item 7. Financial Statements.
The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act.
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The following table sets forth as of March 20, 2000, the
name, age, and position of each executive officer and director
and the term of office of each director of the Company.
Name Age Position Director or Officer Since
Bradley S. Shepherd 39 Director, President, April 15, 1993
Secretary/Treasurer
All officers hold their positions at the will of the Board
of Directors. All directors hold their positions for one year or
until their successors are elected and qualified.
Set forth below is certain biographical information
regarding each of the Company's executive officers and directors:
Bradley S. Shepherd. Director, President,
Secretary/Treasurer, age 39. Mr. Shepherd is the owner and
manager of Shepherd's Allstar Lanes, Inc., a bowling center,
restaurant, and lounge located in West Jordan, Utah. After
managing the business for three years, Mr. Shepherd purchased the
business in June of 1993. Mr. Shepherd also manages and is
trustee for the Roger L. Shepherd Family Trust which owns and
leases commercial office and warehouse buildings and residential
properties in the Salt Lake City area.
Mr Shepherd also serves as Director, President, Secretary,
and Treasurer of Patriot Investment Corporation, a Nevada
corporation. Patriot Investment Corporation is a publicly held
company seeking to acquire an interest in a business opportunity.
Mr. Shepherd was elected to these offices in December of 1994 by
shareholders holding a majority of the issued and outstanding
shares of the company.
Prior to his current business activities, Mr. Shepherd spent
10 years working in the securities industry as an account
representative and then securities trader for R.A. Johnson
Company, Inc., and then Olsen Payne and Company, both Salt Lake
City, brokerage firms.
To the knowledge of management, during the past five years,
no present or former director, executive officer or person
nominated to become a director or an executive officer of the
Company:
(1) filed a petition under the federal bankruptcy laws or
any state insolvency law, nor had a receiver, fiscal agent
or similar officer appointed by a court for the business or
property of such person, or any partnership in which he was
a general partner at or within two years before the time of
such filing, or any corporation or business association of
which he was an executive officer at or within two years
before the time of such filing;
(2) was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding traffic
violations or other minor offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities;
(i) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator,
floor broker, leverage transaction merchant, associated
person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment
company, or engaging in or
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continuing any conduct or practice in connection with such
activity; (ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in
connection with any violation of federal or state securities
laws or federal commodities laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal
or state authority barring, suspending, or otherwise
limiting for more than 60 days the right of such person to
engage in any activity described above under this Item, or
to be associated with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to
have violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated
(6) was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission
to have violated any federal commodities law, and the
judgment in such civil action or finding by the Commodity
Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
Item 10. Executive Compensation
The following table sets forth certain summary information
concerning the compensation paid or accrued for each of the
Registrant's last three completed fiscal years to the
Registrant's or its principal subsidiaries chief executive
officers and each of its other executive officers that received
compensation in excess of $100,000 during such period (as
determined at December 31, 1999, the end of the Registrant's last
completed fiscal year).
SUMMARY COMPENSATION TABLE
Annual compensation Long term compensation
Securities
Other Restricted Securities LTIP All
Annual stock underlying payouts other
Name & Year Salary Bonus Compen- awards options/SARs ($) Compen-
Principal ($) ($) sation ($) ($) (#) sation
Position
Bradley S.
Shepherd 1999 -0- -0- -0- -0- -0- -0- -0-
President, 1998 -0- -0- -0- -0- -0- -0- -0-
Secretary, 1997 -0- -0- -0- -0- -0- -0- -0-
Treasurer
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Compensation of Directors.
None.
Employment Contracts and Termination of Employment and Change in
Control Arrangement.
There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any
person named in Cash Compensation set out above which would in
any way result in payments to any such person because of his
resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's
responsibilities following a change of control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth as of December 31, 1999, the
name and the number of shares of the Registrant's Common Stock,
par value $0.001 per share, held of record, or was known by the
Registrant to own beneficially, more than 5% of the 23,810,000
issued and outstanding shares of the Registrant's Common Stock,
and the name and shareholdings of each director and of all
officers and directors as a group.
Title of Name and Address of Amount and Nature of Percentage of Class
Class Beneficial Owner Beneficial Ownership
Common Bradley S. Shepherd(1) 12,000,000 50.40%
6269 Jamestown Court
Salt Lake City, UT 84121
Common Officers, Directors and 12,000,000 50.40%
Nominees as a Group:
1 person
(1) Officer and/or director.
Item 12. Certain Relationships and Related Transactions.
The Company utilizes office space at the residence of Mr.
Shepherd to conduct its activities at no charge to the Company.
During 1999, the Company's president provided $5,000 to
cover expenses of the Company. The amount is payable to the
president of the Company.
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Item 13. Exhibits and Reports on Form 8-K.
No reports on Form 8-K were filed or required to be filed
during the quarter ended December 31, 1999.
Exhibit No. SEC No. Title Location
2.01 2(i) Articles of Incorporation Incorporation by reference*
2.02 2(ii) Bylaws Incorporation by reference*
3 27 Financial Data Schedule Attached
*Incorporated by reference from the Registrant's
registration statement on form 10-SB, as amended, filed with the
Commission, SEC file no. 0-25908.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SICLONE INDUSTRIES, INC.
Date: March 28, 2000 By: /s/ Bradley S.
Shepherd
President
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Date: March 28, 2000 By: /s/ Bradley S.
Shepherd
President, Secretary, Treasurer and
Sole Director
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C O N T E N T S
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Stockholders' Equity (Deficit) F-4
Statements of Cash Flows F-8
Notes to the Financial Statements F-9
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INDEPENDENT AUDITORS' REPORT
Board of Directors
Siclone Industries, Inc.
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of Siclone
Industries, Inc. (a development stage company) as of December 31,
1999 and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended December 31,
1999 and 1998 and from inception of the development stage on
November 1, 1985 through December 31, 1999. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Siclone Industries, Inc. (a development stage company) as of
December 31, 1999 and the results of its operations and its cash
flows for the years ended December 31, 1999 and 1998 and from
inception of the development stage on November 1, 1985 through
December 31, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has suffered
recurring losses from operations and has no operating capital
that together raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
March 9, 2000
The accompanying notes are an integral part of these financial
statements
F-1
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1999
CURRENT ASSETS
Cash $ 178
Total Current Assets 178
TOTAL ASSETS $ 178
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 280
Accounts payable - related party (Note 2) 5,000
Total Liabilities 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
Additional paid-in capital 583,693
Deficit accumulated during the development stage (612,605)
Total Stockholders' Equity (Deficit) (5,102)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $178
The accompanying notes are an integral part of these financial
statements
F-2
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Operations
From
Inception on
November 1,
For the Years Ended 1985 through
December 31, December 31,
1999 1998 1999
REVENUES $ - $ - $ -
EXPENSES (9,343) (770) (17,102)
LOSS FROM DISCONTINUED
OPERATIONS - - (595,503)
NET LOSS $ (9,343) $ (770) $ (612,605)
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
The accompanying notes are an integral part of these financial
statements
F-3
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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)
The accompanying notes are an integral part of these financial
statements
F-4
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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 11,810 583,69 (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)
The accompanying notes are an integral part of these financial
statements
F-5
<PAGE>
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 1,810,000 $ 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 12,810 583,69 (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)
The accompanying notes are an integral part of these financial
statements
F-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, 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)
The accompanying notes are an integral part of these financial
statements
F-7
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
November 1,
For the Years Ended 1985 through
December 31, December 31,
1999 1998 1999
OPERATING ACTIVITIES:
Net loss $ (9,343) $ (770) $ (612,605)
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 5,280 - 5,280
Net Cash (Used) by Operating Activities (4,063) (770) (607,275)
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 (4,063) (770) 178
CASH AT BEGINNING OF PERIOD 4,241 5,011 -
CASH AT END OF PERIOD $ 178 $ 4,241 $ 178
CASH PAID FOR
Interest $ - $ - $ -
Income taxes $ - $ - $ -
The accompanying notes are an integral part of these financial
statements
F-8
<PAGE>
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
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 Year Ended
December 31, 1999
Loss Shares Per Share
(Numerator) (Denominator) Amount
$ (9,343) 23,810,000 $ (0.00)
For the Year Ended
December 31, 1998
Loss Shares Per Share
(Numerator) (Denominator) Amount
$ (770) 23,810,000 $ (0.00)
F-9
<PAGE>
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
e. Provision for Taxes
At December 31, 1999, the Company has net operating loss
carryforwards totaling approximately $600,000 that may be
offset against future taxable income through 2019. 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.
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, the Company's president loaned $5,000 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.
F-10
<PAGE>
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 178
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 178
<CURRENT-LIABILITIES> 5,280
<BONDS> 0
0
0
<COMMON> 23,810
<OTHER-SE> (28,912)
<TOTAL-LIABILITY-AND-EQUITY> 178
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,343
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,343)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,343)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
