U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30,
2000.
Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from _________ to _________.
Commission File No.: 000-28147
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MORGAN CLARK MANAGEMENT, INC.
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(Name of small business in its charter)
Utah 87-0633496
----------------------------- ----------------------
(State or other jurisdiction (IRS Employer Id. No.)
of Incorporation)
3700 Susan St., Ste. 200, Santa Ana, CA 92704
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(Address of Principal Office) (Zip Code)
Issuer's telephone number: (714) 770-2578; Fax: 603-375-6582
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months
(or for such shorter period that the registrant 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
past five years
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after 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 the latest practicable date. At September 30, 2000 the
following shares of common were outstanding: Common Stock, $.001 par value,
1,000,000 shares.
Transitional Small Business Disclosure
Format (Check one): Yes ..... No ..X..
MORGAN CLARK MANAGEMENT, INC.
Index
Page Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of June 30, 2000 3-4
Statements of Operations for the three months
ended September 30, 2000 and 1999 and
from Inception June 3, 1999 to September 30, 2000 5
Statements of Cash Flows for the three months
ended September 30, 2000 and 1999 and
from Inception June 3, 1999 to September 30, 2000 6
Notes to Financial Statements 7-8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 8-9
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Change in Securities and Use of Proceeds 9
Item 3. Defaults Upon Senior Securities ` 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 10
Part III. EXHIBITS
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant as of and for the
quarter ending September 30, 2000, and for the period from inception (June
3, 1999) through September 30, 2000, follow. The financial statements
reflect all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim period presented.
[CAPTION]
MORGAN CLARK MANAGEMENT, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended September 30, 2000
Morgan Clark Management, Inc.
(A Development Stage Company)
BALANCE SHEET
September 30, 2000
(unaudited)
Sept 30, 2000
-------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 0
OTHER ASSETS:
Organizational costs (net of amortization)
TOTAL ASSETS $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 2,974
Accounts payable- related party
Total Liabilities $ 2,974
STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
50,000,000 shares authorized;
1,000,000 shares issued and
outstanding at Sept 30, 1999 $ 1,000
Stock Subscription Receivable (900)
Additional Paid in Capital
Deficit accumulated
during the development stage (3,074)
-------
Total stockholders' equity $ 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0
The accompanying notes are an integral part of these financial statements.
<TABLE>
<CAPTION>
Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
<S> <C> <C> <C>
Three
From Inception
Months
June 3, 1999
Ended
to
09/30/2000 09/30/1999
09/30/2000
-------------------------
--------------
INCOME:
Revenue $ 0 $ 0 $
0
TOTAL INCOME $ 0 $ 0 $
0
EXPENSES:
General, and Administrative $ 100 $ 1,000 $
3,174
Amortization $
Total Expenses $ 100 $ 1,000 $
3,174
Net Profit/Loss(-)
From Operations $ (100) $(1,000) $
(3,174)
Interest Income $ 0 $ 0 $
0
INCOME (LOSS) BEFORE INCOME TAXES $ (100) $(1,000) $
(3,174)
Provision for income tax $ 0 $ 0 $
0
NET INCOME (LOSS) $ (100) $(1,000) $
(3,174)
NET INCOME (LOSS)
PER SHARE-BASIC AND DILUTED $ (.00) $ (.00) $
(.00)
AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING 1,000,000 1,000,000
1,000,000
The accompanying notes are an integral part of these
financial statements
</TABLE>
<TABLE>
<CAPTION>
Morgan
Clark
Management,
Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
<S> <C> <C>
<C>
Period from
Three Months
Inception
Ended
(6/3/99) through
09/30/2000 09/30/1999
09/30/2000
---------- ----------
----------------
Cash Flows from Operating Activities:
Net Income (Loss) $ (100) $ (1,000)
$ (3,174)
Changes in Operating Assets & Liabilities:
Increase (decrease) in accounts payable $ 100 $ 1,000
$ 3,074
Net Cash (Used) by Operating Activities $ 0 $ 0
$ (100)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of organizational costs $ 0 $
Corp. Promissory Note $ $
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash $ 0 $ 0
$ 100
Net Increase in Cash $ 0 $ 0
$ 0
Cash, Beginning of Period $ 0 $ 0
$ 0
Cash, End of Period $ 0 $ 0
$ 0
The accompanying notes are an integral part of these
financial statements.
</TABLE>
[CAPTION]
Morgan Clark Management, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The information including in the condensed financial statements is
unaudited, but includes all adjustments (consisting of normal recurring
items) which are, in the opinion of management, necessary for a fair
representation of the interim period presented.
Development stage company
The Company is a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board and has not
engaged in any business other than organizational efforts until September of
2000. On September 15, 2000, the Company issued a statement regarding its
entering into a broker agreement with Airway Business Credit to provide
equipment leasing, factoring and asset based lending for small to medium
size companies. The Company launched its website for its new operations on
September 18, 2000. The Company will carry out its plan of business to
provide various lending sources for small to medium size companies. It has
no full-time employees and owns no real property.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal Year
The Company has selected a June 30 fiscal year end.
Loss Per Share
Loss per share was computed using the weighted number of shares outstanding
during the period.
Organization Costs
Costs to incorporate the Company have been capitalized and will be amortized
over a sixty-month period.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.
Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management
to make estimates and assumptions that effect the amounts reported in these
financial statements and accompanying notes. Actual results could differ
from those estimates.
Stock Basis
Shares of common stock issued for other than cash have been assigned amounts
equivalent to the fair value of the service or assets received in exchange.
2. STOCKHOLDERS' EQUITY
The authorized common stock of the Company consists of 50,000,000 shares
with a par value of $0.001 per share. As of September 30, 2000 the Company
had 1,000,000 shares outstanding
Preferred Stock.
The authorized Preferred Stock of the Company consists of 10,000,000 shares
with a par value of $0.001 per share. No preferred shares have been issued.
3. INCOME TAXES
There is no provision for income taxes for the period ended September 30,
2000 and June 3, 1999 (inception) to Sept 30, 2000 due to the zero net
income and the net operating loss carryforward.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Liquidity and Capital Resources.
The Company remains in the development stage, and since inception, has
experienced no significant change in liquidity or capital resources or
stockholders' equity.
On September 15, 2000, the Company issued a statement regarding its entering
into a broker agreement with Airway Business Credit to provide equipment
leasing, factoring and asset based lending for small to medium size
companies. The Company launched its website for its new operations on
September 18, 2000. The Company will carry out its plan of business to
provide various lending sources for small to medium size companies.
The Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the Company's business loan brokerage
business becomes profitable
Results of Operations.
During the period from June 3, 1999 (inception) through September 30, 2000,
the Company has engaged in no significant operations other than the
acquisition of capital and registering its securities under the Securities
and Exchange Act of 1934, as amended. No revenues were received by the
Company during this period. The Company has experienced a net loss of $
3,174 since inception. The Company borrowed $3,174 from its principal
shareholder in order
to pay its general and administrative expenses.
On September 15, 2000, the Company issued a statement regarding its entering
into a broker agreement with Airway Business Credit to provide equipment
leasing, factoring and asset based lending for small to medium size
companies. The Company launched its website for its new operations on
September 18, 2000. The Company will carry out its plan of business to
provide various lending sources for small to medium size companies. The
Company anticipates that it will not generate any significant revenues, and
may continue to operate at a loss for some time in its new business of
business loan brokerage.
Irrespective of whether the Company's cash assets prove to be inadequate to
meet the Company's operational needs, the Company might seek to compensate
providers of services by issuance of stock in lieu of cash.
Need for Additional Financing.
The company will require additional working capital. There is no assurance
that the available funds will ultimately prove to be adequate for the
Company's operations. Although no commitments to provide funds have been
made by management or other stockholders, it is anticipated that the Company
would seek loans or additional capital contributions from its existing
principal shareholders in the event it requires additional working capital.
However, there can be no assurance that other funds will be available to
cover the Company's expenses.
FORWARD LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Stockholders are cautioned
that all forward-looking statements involve risks and uncertainty,
including without limitation, our ability to complete and execute our
business plan. Although we believe the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance
that the forward-looking statements contained in the report will prove
to be accurate.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Change in Securities and Use of Proceeds None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a
Vote of Security Holders Not applicable
Item 5. Other Information Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 - Financial Data Schedule
(b) Reports on Form 8-K
On September 25, 2000, the Company filed a Form 8-K reporting the issuance
of a statement regarding its entering into a broker agreement with Airway
Business Credit on September 15, 2000 to provide equipment leasing,
factoring and asset based lending for small to medium size companies. The
Company also reported the issuance of a statement regarding the launching of
its website on September 18, 2000.
Signatures
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Morgan Clark Management, Inc.
(Registrant)
Date: November 1, 2000 /s/ Vincent van den Brink
--------------------------------
Vincent van den Brink, President
[CAPTION]
[TYPE]EX-27
<SEQUENCE>2
[DESCRIPTION]FINANCIAL DATA SCHEDULES (REGISTRANT)
[ARTICLE]5
[MULTIPLIER]1
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] JUN-30-2000
[PERIOD-START] JUL-01-2000
[PERIOD-END] SEPT-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] 2974
[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] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 0
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 0
[EPS-BASIC] (.00)
[EPS-DILUTED] (.00)
