10QSB 1 0001.txt SICLONE INDUSTRIES, INC. 6/30/00 10QSB 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 ] 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 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 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 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 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 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 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 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 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 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 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 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 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 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