10-Q 1 mclarkq.txt 10-Q 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 March 31, 2001. ....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 MORGAN CLARK MANAGEMENT, INC. (Name of small business in its charter) Utah 87-0633496 (State or other jurisdiction (IRS Employer I.D. Number) of Incorporation) 3700 Susan St., Ste. 200, Santa Ana, CA 92704 (Address of Principal Office) (Zip Code) Issuer's telephone number: (949) 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 March 31, 2001, 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.. 1 MORGAN CLARK MANAGEMENT, INC. INDEX Page Number ----------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheet as of March 31, 2001 3 Statement of Shareholders' Equity for the Period from Inception June 3, 1999 to March 31, 2001 4 Statements of Operations for the three months ended March 31, 2001 and 2000, and the nine months ended March 31, 2001 and 2000, and from Inception June 3, 1999 to March 31, 2001 4 - 5 Statements of Cash Flows for the three months ended March 31, 2001 and 2000, and the nine months ended March 31, 2001 and 2000 and from Inception June 3, 1999 to March 31, 2001 5 - 6 Notes to Financial Statements 6 - 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 8 Part II. OTHER INFORMATION Item 1. Legal Proceedings 8 Item 2. Change in Securities and Use of Proceeds 8 Item 3. Defaults Upon Senior Securities 8 Item 4. Submission of Matters to a Vote of Security Holders 8 Item 5. Other Information 8 Item 6. Exhibits and Reports on Form 8-K 8 SIGNATURES 9 2 PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS (a) The unaudited financial statements of registrant as of and for the quarter ending March 31, 2001, and for the period from inception (June 3, 1999) through March 31, 2001, 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. (b) MORGAN CLARK MANAGEMENT, INC. (A Development Stage Company) FINANCIAL STATEMENTS Quarter Ended March 31, 2001 Morgan Clark Management, Inc. (A Development Stage Company) BALANCE SHEET March 31, 2001 (unaudited) March 31, 2001 June 30, 2000 -------------- ------------- ASSETS $ 0 $ 0 CURRENT ASSETS: Cash and cash equivalents OTHER ASSETS: Organizational costs (net of amortization) TOTAL ASSETS $ 0 $ 0 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 3,074 $ 2,974 Accounts payable- related party Total Liabilities $ 3,074 $ 2,974 ------- -------- STOCKHOLDERS' EQUITY Common stock, $.001 par value; 100,000,000 shares authorized; 1,000,000 shares issued and outstanding at Mar 31, 2001 $ 1,000 $ 1,000 Stock Subscription Receivable Additional Paid in Capital (900) (900) Deficit accumulated during the development stage (3,174) (3,074) Total stockholders' equity $(3,074) $ (2,974) ------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 0 The accompanying notes are an integral part of these financial statements. 3 Morgan Clark Management, Inc. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY For the Period from June 3, 1999 (Inception) to March 31, 2001 (unaudited) Common Stock Additional Stock (Deficit) Shares Amount Paid-In Subscription Accumulated During Capital Receivable Development Stage ------ ------ ---------- ------------ ------------------ Issued for 1,000,000 $1,000 $ 0 Cash and organizational costs June 3, 1999 Stock Subscription Receivable $(900) Net Income June 3, 1999 (inception) to June 30, 1999 $ (200) Balance June 30, 1999 1,000,000 $1,000 $ 0 $(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) ------ ------ ---------- ------------ ------------------ Net Income (Loss) from July 1, 2000 to March 31, 2001 $ ( 100) Balance March 31, 2001 1,000,000 $1,000 $ 0 $(900) $ (3,174) ------ ------ ---------- ------------ ------------------ See accompanying notes to financial statements & audit report

4 Morgan Clark Management, Inc. (A Development Stage Company) STATEMENTS OF OPERATIONS March 31, 2001 (unaudited) Three Months Nine Months From Inception Ended Ended June 3, 1999 3/31/2001 3/31/2000 3/31/2001 3/31/2000 to 3/31/2001 --------- --------- --------- --------- -------------- INCOME: Revenue $ 0 $ 0 $ 0 $ 0 $ 0 TOTAL INCOME $ 0 $ 0 $ 0 $ 0 $ 0 EXPENSES: General, and Administrative $ 0 $ 1,300 $ 100 $ 2,724 $ 3,174 Amortization $ Total Expenses $ 0 $ 1,300 $ 100 $ 2,724 $ 3,174 Net Profit/Loss(-) From Operations $ 0 $(1,300) $ (100) $ (2724) $ (3,174) Interest Income $ 0 $ 0 $ 0 $ 0 $ 0 INCOME (LOSS) BEFORE INCOME TAXES $ 0 $(1,300) $ (100) $ (2724) $ (3,174) Provision for income tax $ 0 $ 0 $ 0 $ 0 $ 0 NET INCOME (LOSS) $ 0 $(1,300) $ (100) $ (2724) $ (3,174) NET INCOME (LOSS) PER SHARE-BASIC AND DILUTED $ (.00) $ (.00) $ (.00) $ (.00) $ (.00) AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 The accompanying notes are an integral part of these financial statements

5 Morgan Clark Management, Inc. (A Development Stage Company) STATEMENT OF CASH FLOWS March 31, 2001 (unaudited) Period from Three Months Nine Months Inception Ended Ended (6/3/99) through 3/31/2001 3/31/2000 3/31/2001 3/31/2000 3/31/2001 --------- --------- --------- --------- --------------- Cash Flows from Operating Activities: Net Income (Loss) $ 0 $ (1,300) $ (100) $(2,724) $ (3,174) Changes in Operating Assets & Liabilities: Increase (decrease) in accounts payable $ 0 $ 1,300 $ 100 $ 2,724 $ 3,074 --------- --------- --------- --------- --------------- Net Cash (Used) by Operating Activities $ 0 $ 0 $ 0 $ 0 $ (100) ========= ========= ========= ========= =============== CASH FLOWS FROM INVESTING ACTIVITIES Purchase of organizational costs Corp. Promissory Note $ 0 $ $ $ CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock for cash $ 0 $ 0 $ 0 $ 0 $ 100 Net Increase in Cash $ 0 $ 0 $ 0 $ 0 $ 0 Cash, Beginning of Period $ 0 $ 0 $ 0 $ 0 $ 0 --------- --------- --------- --------- --------------- Cash, End of Period $ 0 $ 0 $ 0 $ 0 $ 0 --------- --------- --------- --------- --------------- The accompanying notes are an integral part of these financial statements.

6 Morgan Clark Management, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2001 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. 7 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 100,000,000 shares with a par value of $0.001 per share. As of March 31, 2001, the Company had 1,000,000 shares outstanding Preferred Stock. The authorized Preferred Stock of the Company consists of 40,000,000 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 March 31, 2001 and June 3, 1999 (inception) to March 31, 2001 due to the zero net income and the net operating loss carry forward. 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. The Company will continue to have its liquidity and capital resources diminished til the Company's loan brokerage business becomes profitable. Results of Operations. Morgan Clark was organized on June 3, 1999, and is in the process of commencing operations, but has not generated any revenue and is still a development stage corporation. Since September, 2000, Morgan Clark has acted as a commissioned broker in the business of providing equipment leasing, factoring, and asset based financing to small to medium size companies. Morgan Clark has a website (www.morganclarkleasing.bizland.com) which provides information regarding the types of business loans we offer but it does not take loan applications at present. Morgan Clark's common stock may not ever develop a market. From inception, June 3, 1999, to June 30, 2000, we were a development stage company conducting virtually no business operation, other than our efforts to effect a business combination with a target business which we consider to have significant growth potential. During this period, we have neither engaged in any operations nor generated any revenue. We received no cash flow. At inception, we sold 1,000,000 shares of common stock for $1,000 consisting of $100 in cash and $900 stock subscription receivable. Over this period, our operating expenses were met by loans from our stockholder and represented by a note payable in the amount of $2,974. We have an accumulated deficit for this period of $3,074. 8 During the nine months ended March 31, 2001, Morgan Clark had no revenues. Total expenses amounted to $100, consisting of general and administrative expenses of $100, amortization expense of $-0- and income tax expense of $-0-, resulting in a net loss of $100. For the nine months ended March 31, 2000, Morgan Clark had a net loss of $2,724. The net loss of $2,724 was the result of interest income of $-0-, general and administrative expenses of $2,724, and amortization expenses of $-0-, resulting in a loss of $2,724. At March 31, 2001, Morgan Clark had total assets of $-0-, consisting of current assets of $-0- (cash and cash equivalents), and fixed assets of $-0-. At June 30, 2000, Morgan Clark had total assets of $-0-, consisting of cash and cash equivalents (current assets) of $-0- and fixed assets of $-0-. At March 31, 2001, Morgan Clark's total liabilities consisted of notes payable and accrued expenses of $3,074. At June 30, 2000, total liabilities amounted to $2,974. Shareholders' equity at March 31, 2001 amounted to $(3,174), as compared with $(3,074) as of June 30, 2000. 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. The available funds may ultimately prove to be inadequate 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 shareholder in the event it requires additional working capital. However, there are no commitments 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 9 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 None (b) Reports on Form 8-K None 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: May 29, 2001 Vincent van den Brink -------------------------------- Vincent van den Brink, President 10

MORGAN CLARK MANAGEMENT INC 10-Q