U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K SB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE
30, 2000.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
________ TO _________
COMMISSION FILE NUMBER: 000-28147
MORGAN CLARK MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Utah 87-0633496
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
3700 Susan St., Ste. 200, Santa Ana, California 92704
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (949) 770-2578; Fax: 603-375-6582
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
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) 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 or Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of 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. [ ]
State issuer's revenues for the most recent fiscal year: $0.00
The number of shares outstanding of the Company's $.001 Par
Value Common Stock, as of June 30, 2000 were 1,000,000. The
aggregate number of shares of the voting stock held by non-
affiliates on June 30, 2000 was 0. The Company's common is not
traded on any exchange or other trading medium.
DOCUMENTS INCORPORATED BY REFERENCE: None.
As of June 30, 2000, the Registrant had 1,000,000 shares of
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X.
PART I.
Item 1. Description of Business.
Morgan Clark Management, Inc. (the "Company") was organized
under the laws of the State of Utah on June 3, 1999, and has
June 30th as its fiscal year end. Since inception, the primary
activity of the Company has been directed to organizational
efforts. The Company was formed as a vehicle to acquire a
private company desiring to become an SEC reporting company in
order thereafter to secure a listing on the OTC Electronic
Bulletin Board.
Item 2. Description of Property.
From June 3, 1999 to June 30, 2000, the Company neither owned
nor leased any real or personal property. The director provided
office services at no charge.
Item 3. Legal Proceedings.
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the company has been threatened.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Part II
Item 5. Market Price for Common Equity and Related Stockholder
Matters.
(a) Market Information.
The Shares have not previously been traded on any securities
exchange. There is no common stock of the Company that is
subject to outstanding options or warrants to purchase, or
securities convertible into that stock. There are 1,000,000
common shares of the Company outstanding at June 30, 2000.
(b) Holders of Common Equity.
As of June 30, 2000, there was one shareholder of record of the
Company's common stock.
(c) Dividends.
The Company has not declared or paid any dividends. The Board
of Directors presently intends to retain any earnings to finance
the Company's operations and does not expect to authorize cash
dividends in the foreseeable future. Any payment of cash
dividends in the future will depend upon the Company's earnings,
capital requirements and other factors.
Item 6. Management's Discussion and Analysis or Plan of
Operations.
The following discussion should be read in conjunction with the
financial statements of the Company and notes thereto contained
elsewhere in this report.
Initial Operation.
The Company has been engaged in organizational activities
since it was incorporated on June 3, 1999.
The Company has no present intentions of making significant
purchases of equipment in the next twelve months nor does it
plan to significantly change the number of employees.
Liquidity and Capital Resources.
For the year ended June 30, 2000, the Company continued as a
development stage company. The Company continues to incur
limited development expenses, is deriving no revenues and has
experienced an ongoing deficit in working capital. The
Company's continued existence is dependent on its ability to
obtain additional financing to proceed with its proposed plan of
operations.
Capital Expenditures.
No material capital expenditures were made during the year ended
June 30, 2000.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Rule 175
under the Securities Act of 1933, as amended, and Rule 3b-6
under the Securities Act of 1934, as amended, including
statements regarding, among other items, the Company's business
strategies, continued growth in the Company's markets,
projections, and anticipated trends in the Company's business
and the industry in which it operates. The words "believe,"
"expect," "anticipate,""intends," "forecast," "project," and
similar expressions identify forward-looking statements. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Company's
control. The Company cautions that these statements are further
qualified by important factors that could cause actual results
to differ materially from those in the forward looking
statements, including, among others, the following: reduced or
lack of increase in demand for the Company's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Company's products and the level of
expenses incurred in the Company's operations. In light of
these risks and uncertainties, there can be no assurance that
the forward-looking information contained herein will in fact
transpire or prove to be accurate. The Company disclaims any
intent or obligation to update "forward looking statements".
Item 7. Financial Statements.
See the financial statements for the year ended June 30, 2000
attached hereto and incorporated herein by this reference.
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.
Identification of Directors and Executive Officers of the
Company.
The following table sets forth the names and ages of all
directors and executive officers of the Company and all persons
nominated or chosen to become a director, indicating all
positions and offices with the Company held by each such person
and the period during which he has served as a director:
The principal executive officers and directors of the Company
are as follows:
Name Position Term(s) of Office
Vincent van den Brink Director, Pres. June 3, 1999 to the present
Business Experience.
The following is a brief account of the business experience
during at the least the last five years of the director and
executive officer, indicating his principal occupation and
employment during that period, and the names and principal
businesses of the organizations in which such occupations and
employment were carried out.
Vincent van den Brink, President/Secretary/Sole Director. Mr.
van den Brink, age 58, has been President, Secretary and
Director of the Issuer since June 3, 1999. Since October 1997
to present, he has been a Financial Consultant with Airway
Capital, Costa Mesa, California, providing asset based lending,
factoring, equipment leasing, and export financing for various
businesses. From June 1985 until May 1997, he was a Business
Consultant writing business plans and business development plans
for companies across the country. Since 1978 to present, in
addition to working for the above companies, he has been
operating an export business providing export consulting,
exporting products and sourcing products for international
clients. He holds degrees in automotive engineering, business
administration, and small business management. Mr. Van den Brink
is the Secretary/Treasurer of Theinternetcorp.net, Inc., a
public reporting company. He is fluent in English, Dutch,
German and Afrikaans.
Section 16(a) Compliance.
During the year ended June 30, 2000, the following persons were
officers, directors and more than ten-percent shareholders of
the Company's common stock:
Name Position Filed Reports
Vincent van den Brink CEO, Director, Shareholder, CFO Yes
Item 10. Executive Compensation.
No officer or director of the Company presently receives any
remuneration. There is no annuity, profit sharing, pension or
retirement benefits proposed to be paid to officers, directors,
or employees of the Company in the event of retirement at normal
retirement date as there is no existing plan provided or
contributed to by the Company. No stock options are proposed to
be paid in the future directly or indirectly by the Company to
any officer or director as there is no such plan which presently
exists.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as
of June 30, 2000 by all stockholders known to each company to be
beneficial owners of more than 5% of the outstanding common
stock; each director; and all officers and directors of the
Company as a group (each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially
owned by them):
Title of Name and Address of Amount of Percent
Class Beneficial Owner Beneficial of
Ownership(1) class
Common Vincent van den Brink 1,000,000 100.00%
Stock 3700 Susan St., Ste 200
Santa Ana, CA 92704
Common Shares of all 1,000,000 100.00%
Stock directors and
executive officers as a
group (1 person)
Item 12. Certain Relationships and Related Transactions.
In June, 1999, the Company issued 1,000,000 of its common stock
to its sole Director and President, Mr. van den Brink, for $1000.
Item 13. Exhibits and Reports on Form 8-K.
(1) Financial Statements and Schedules
The following financial statements and schedules are filed as
part of this report:
Independent Auditors' Report
Balance Sheet
Statement of Operations
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
(2) List of Exhibits
The following exhibits are filed with this report.
Financial Statements.
Financial Data Schedule
(3) Reports filed on Form 8-K.
There were no Reports filed on Form 8-K during the Company's
fiscal year ended June 30, 2000.
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
August 28, 2000 MORGAN CLARK MANAGEMENT, INC.
/s/ Vincent van den Brink
Vincent van den Brink, President
In accordance with the Exchange Act, this report has been signed
by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
August 28, 2000 /s/ Vincent van den Brink
Vincent van den Brink, Sole Director
INDEPENDENT AUDITORS' REPORT
Board of Directors
Morgan Clark Management, Inc.
I have audited the accompanying balance sheet of Morgan Clark
Management, Inc. (a development stage company), as of June 30,
2000, and the related statements of operations, stockholders'
equity and cash flows for the period from inception (June 3,
1999) to June 30, 2000. These financial statements are the
responsibility of the company's management. My responsibility
is to express an opinion on these financial statements based on
my audit in accordance with standards established by the
American Institute of Certified Public Accountants.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I 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. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Morgan Clark Management, Inc. as of June 30, 2000 and the
results of its operations and its cash flows for the period from
inception (June 3, 1999) to June 30, 2000 in conformity with
generally accepted accounting principles.
Kurt D. Saliger C.P.A. (Nevada State License No. 2335)
Las Vegas, Nevada
August 28, 2000
Morgan Clark Management, Inc.
(A Development Stage Company)
BALANCE SHEET
June 30, 2000
June 30, 2000
ASSETS
CURRENT ASSETS:
Cash $ 0
Accounts Receivable $ 0
TOTAL CURRENT ASSETS $ 0
TOTAL ASSETS $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable Notes Payable $2,974
TOTAL CURRENT LIABILITIES $2,974
LONG-TERM DEBT $ 0
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value
authorized 50,000,000 shares issued
and outstanding at June 30, 2000,
1,000,000 shares $1,000
Stock Subscription Receivable $ (900)
Additional paid in Capital $
Deficit Accumulated During
Development Stage $(3,074)
TOTAL STOCKHOLDERS' EQUITY $ 0
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0
See accompanying notes to financial statements & audit report
Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
June 30 From Inception
2000 June 3, 1999
To June 30, 2000
INCOME:
Revenue $ 0 $ 0
TOTAL INCOME $ 0 $ 0
EXPENSES:
General, and Administrative $ 2,874 $ 3,074
Amortization $ 0
Total Expenses $ 2,874 $ 3,074
Net Profit/Loss(-)
From Operations $(2,874) $(3,074)
Interest Income $ 0
INCOME (LOSS) BEFORE
INCOME TAXES $(2,874) $(3,074)
Provision for income tax $ 0
NET INCOME (LOSS) $(2,874) $(3,074)
NET INCOME (LOSS)
PER SHARE-BASIC AND DILUTED $ 0.00 $ 0.00
AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING 1,000,000 1,000,000
See accompanying notes to financial statements & audit report
Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
June 30, 2000
Common Stock Addition Stock (Deficit)
Shares Amount al paid- Subscrip Accumulated
in capital tion During
Receiv Development
Able Stage
Issued for
Cash and
Organizational
costs
June 3, 1999 1,000,000 $1,000 $ 0
Stock Subscription
Receivable $(900)
Net Income June 3,
1999 (inception) to
June 30, 1999 $ (200)
Balance
June 30, 1999 1,000,000 $1,000 $ $(900) $ (200)
Net Income (Loss)
from
July 1, 1999
To June 30, 2000 $(2,874)
Balance
June 30, 2000 1,000,000 $1,000 $ 0 $(900) $(3,074)
See accompanying notes to financial statements & audit report
Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
June 30, 2000
From Inception on
June 30, 2000 June 3, 1999 to
June 30, 2000
Cash Flows from Operating
Activities:
Net Income $ (2,874) $ (3,074)
Increase (decrease) in accounts
Payable $ 2,874 $ 2,974
Net Cash (Used) In Operating
Activities $ 0 $ (100)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of organizational costs $ 0 $ 0
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for cash $ 0 $ 100
Net Increase in Cash $ 0 $ 0
Cash, Beginning of Period $ 0 $ 0
Cash, Ending of Period $ 0 $ 0
See accompanying notes to financial statements & audit report
Morgan Clark Management, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Dated June 30, 2000
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY.
Morgan Clark Management, Inc. was incorporated on June 3, 1999
under the laws of the State of Utah. Morgan Clark Management,
Inc. was organized to engage in any lawful activity. Morgan
Clark Management, Inc. currently has no operations and, in
accordance with SFAS #7, is considered a development stage
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Accounting Method.
Morgan Clark Management, Inc. records income and expenses on the
accrual method.
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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Organizational Costs.
Organizational costs are stated at cost and have been expensed
as incurred.
Income Taxes.
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109, (SFAS #109), "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Loss Per Share.
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128, (SFAS #128), "Earnings
Per Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of June 30, 2000, Morgan Clark Management, Inc. had no
dilative common stock equivalents such as stock options.
NOTE 3- INCOME TAXES.
There is no provision for income taxes for the period ended June
3, 1999 (inception) to June 30, 2000 due to the zero net income.
NOTE 4- SHAREHOLDERS' EQUITY.
Common Stock.
The authorized common stock of Morgan Clark Management, Inc.
consists of 50,000,000 shares with a par value of $0.001 per
share.
Preferred Stock.
The authorized Preferred Stock of Morgan Clark Management, Inc.
consists of 10,000,000 shares with a par value of $0.001 per
share.
NOTE 5 - RELATED PARTY TRANSACTIONS.
Morgan Clark Management, Inc. neither owns nor leases any real
or personal property. Office services are provided without
charge by the sole director of this company. Such costs are
immaterial to the financial statements and accordingly have not
been reflected therein. The sole director of Morgan Clark
Management, Inc. is involved in other business activities and
may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes
available, such person may face a conflict in selecting between
Morgan Clark Management, Inc. and the other business interests.
Morgan Clark Management, Inc. has not formulated a policy for
the resolution of such conflicts.
[TYPE]EX-27
[ARTICLE]5
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] JUN-30-2000
[PERIOD-END] JUN-30-2000
[CASH] 0
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 0
[CURRENT-LIABILITIES] 0
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
COMMON> 1,000
OTHER-SE> 0
[TOTAL-LIABILITY-AND-EQUITY] 0
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] (3,074)
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (3,074)
[INCOME-TAX] 0
[INCOME-CONTINUING] (3,074)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (3,074)
[EPS-BASIC] (.00)
[EPS-DILUTED] (.00)
</TABLE>
