10-Q 1 spicq.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10QSB (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2001 ( ) Transition report pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period ____ to______ COMMISSION FILE NUMBER: 333-50914 -------- SPICOLOGY, INC. ------------------------------------------ (Exact name of registrant as specified in its charter) California 91-2021595 ---------------------------------- ---------------------------- (State or other jurisdiction of (IRS Employer I.D. Number) incorporation or organization) 809 Ocean Avenue Seal Beach, California 90740 (562) 596-6646 ------------------------------------------------------------------------------- (Address of Principal Executive Offices, including Registrant's zip code and telephone number) NONE -------------------------------------------------------------- Former name, former address and former fiscal year, if changed Indicate by check mark whether the registrant (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) has been subject to such filing requirements for the past 90 days. Yes X No --- --- The number of shares of the registrant's common stock as of June 30, 2001: 2,030,900 shares. Transitional Small Business Disclosure Format (check one): Yes No X --- --- 1 TABLE OF CONTENTS ----------------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (a) Balance Sheet (b) Statement of Operations (c) Statement of Changes in Financial Position (d) Statement of Shareholders' Equity (e) Notes to Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Risks PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities and Use of Proceeds Item 3. Defaults On Senior Securities Item 4. Submission of Items to a Vote Item 5. Other Information Item 6 (a) Exhibits (b) Reports on Form 8K SIGNATURES FINANCIAL DATA SCHEDULE 2 SPICOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS December 31, 2000 June 30, 2001 ----------------- ------------- Assets: ............................................ $ -- $ -- ======= ======= Liabilities - Accounts Payable ..................... $ -- $ -- ------ ------- Stockholders' Equity: common stock, Par value $.001 Authorized 100,000,000 shares, Issued 2,000,000 shares at December 31, 2000 2,000 2,015 Paid-In Capital .................................. 2,000 17,385 Retained Deficit (4,000) (14,000) ------ ------- Total Stockholders' Equity .................... -- -- ------- ------- Total Liabilities and Stockholders' Equity ........................ $ -- $ -- ======= ======= The accompanying notes are an integral part of these financial statements.

3 SPICOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATION June 30, 2000 June 30, 2001 ----------------- -------------- Revenues: .................................. $ -- $ -- Expenses: General and Administrative Expenses: .... $ 4,000 $ 15,400 ------ ------ Net Loss .............................. $ (4,000) $ (15,400) ====== ====== Loss per share (basic and diluted).......... $ (.002) $ (.007) ====== ====== Weighted average common shares outstanding 2,000,000 2,030,800 The accompanying notes are an integral part of these financial statements.

4 SPICOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD MARCH 21, 2000 THROUGH JUNE 30, 2001 Common stock Additional Number of Shares Amount Paid in Retained Capital (Deficit) Total ----------------- -------- --------- --------- ----- Stocks issued for cash $ 2,000 $2,000 Stocks issued for services 2,000,000 $2,000 $2,000 Net loss for the period 12/31/2000 $(2,000) $(2,000) Balance at 12/31/2000 2,000,000 $2,000 $ 2,000 $(4,000) $ 0 ----------------- -------- --------- --------- ----- Stocks issued for cash 5/1/2001 30,800 $ 15 $15,385 Net loss for the period 6/30/01 $(15,400) $ 0 Balance at 6/30/01 2,030,800 $2,015 $17,385 $(19,400) $ 0 ----------------- -------- --------- --------- ----- The accompanying notes are an integral part of these financial statements.

5 SPICOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS June 30, 2000 June 30, 2001 CASH FLOWS FROM OPERATING ------------- ------------- ACTIVITIES: Operating Activities Net Loss ............................................ $(4,000) $ 15,400 ------- ------- Adjustments to reconcile net loss to net cash used in operating activities Stocks issued for services at fair value 2,000 $ -0- ------- ------- Net Cash Used by operating activities ......... ... (2,000) $(15,400) ------- ------- Financing activities Stockholder contribution 2,000 $ -0- ------- ------- Net Cash Provided by Financing Activities .............................. 2,000 $ 15,400 ------- ------- Net increase (decrease) in cash and cash equivalents -- -- Cash and Cash Equivalents Beginning of Year.. ............................ -- $ 15,400 Cash and Cash Equivalents End of Year ................................. $ -- -- ======= ======= Non cash activities: Stocks issued for services as fair value $ 2,000 $ -0- The accompanying notes are an integral part of these financial statements.

6 SPICOLOGY, INC. (A Development Stage Company) Notes to Financial Statements June 30, 2001 GENERAL ------- SPICOLOGY, INC.,(the Company) has elected to omit substantially all footnotes to the financial statements for the three months ended March 31, 2001 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on the Form 10-KSB for the year ended December 31, 2000. UNAUDITED INFORMATION --------------------- The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year. In this report references to "we," "us," and "our" refer to SPICOLOGY, INC. FORWARD LOOKING STATEMENTS This Form 10-QSB contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-QSB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within MERCURY SOFTWARE's control. These factors include but are not limited to economic conditions generally and in the industries in which SPICOLOGY, INC. may participate; competition within SPICOLOGY, INC.'s chosen industry, including competition from much larger competitors; technological advances and failure by SPICOLOGY, INC. to successfully develop business relationships. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Results of Operations Since inception, we have had no revenues and have experienced losses. We have financed our operations primarily through the sale of our common stock or by loans from shareholders. The net loss for the three months ended March 31, 2001 was $0, compared to a net loss of $102 for the same period of 2000. 7 The difference is insignificant, and a comparison of the two periods is not meaningful, due to the fact that we have had minimal operations and nominal expenses since inception. Liquidity and Capital Resources As of March 31, 2001, we had $0 cash on hand and total current liabilities of $0. We have no material commitments for the next twelve months. We believe that our current cash needs for at least the next twelve months can be met by loans from our directors, officers and shareholders. Due to our lack of cash and current liabilities since inception, management believes a comparison of the period ended March 31, 2001 and the period March 31, 2000 would not be meaningful. It is emphasized that our management may effect transactions having a potentially adverse impact upon our shareholders pursuant to the authority and discretion of our management to complete acquisitions without submitting any proposal to the stockholders for their consideration. Should a merger or acquisition prove unsuccessful, it is possible that we may decide not to pursue further acquisition activities and management may abandon its activities and our shares would become worthless. ----------------------------------------------------------------- ----------------------------------------------------------------- PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. THIS ANALYSIS CONTAINS FORWARD-LOOKING COMMENTS WHICH ARE BASED ON CURRENT INFORMATION. ACTUAL RESULTS IN THE FUTURE MAY DIFFER MATERIALLY. The Company is engaged in the business of establishing a web site for spice sales. The Company has just commenced operations, and a comparative analysis of financial information is not relevant. PART II. Item 1. Legal proceedings NONE Item 2. Changes in securities and use of proceeds NONE Item 3. Defaults on senior securities NONE Item 4. Submission of items to a vote NONE Item 5. Other information NONE Item 6. 8 a) Exhibits NONE b) Reports on 8K NONE SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SPICOLOGY.COM Dated: August 6, 2001 By: Rick Feinstein --------------------- Rick Feinstein, President Dated: August 6, 2001 By: Rick Feinstein ------------------------------ Rick Feinstein Chief Financial Officer 9

SPICOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS March 31, 2001 December 31, 2000 -------------- ----------------- Assets: ............................................ $ -- $ -- ======= ======= Liabilities - Accounts Payable ..................... $ -- $ -- ------- Stockholders' Equity: common stock, Par value $.001 Authorized 100,000,000 shares, Issued 2,000,000 shares at December 31, 2000 2,000 2,000 Paid-In Capital .................................. 2,000 2,000 Retained Deficit (4,000) (4,000) ------ ------- Total Stockholders' Equity .................... -- -- ------- ------- Total Liabilities and Stockholders' Equity ........................ $ -- $ -- ======= ======= The accompanying notes are an integral part of these financial statements.

SPICOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATION December 31, 2000 March 31, 2001 ----------------- -------------- Revenues: .................................. $ -- $ -- Expenses: General and Administrative Expenses: .... $ 4,000 $ 4,000 ------ ------ Net Loss .............................. $ (4,000) $ (4,000) ====== ====== Loss per share (basic and diluted).......... $ (.002) $ (.002) ====== ====== Weighted average common shares outstanding 2,000,000 2,000,000 The accompanying notes are an integral part of these financial statements. F-3

SPICOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD MARCH 21, 2000 THROUGH MARCH 31, 2001 Common stock Additional Number of Shares Amount Paid in Retained Capital (Deficit) Total ----------------- -------- --------- --------- ----- Stocks issued for cash $2,000 $2,000 Stocks issued for services 2,000,000 $2,000 $2,000 Net loss for the period $(2,000) $(2,000) 12/31/2000 Balance at 3/31/2001 2,000,000 $2,000 $2,000 $(4,000) $ 0 ----------------- -------- --------- --------- ----- The accompanying notes are an integral part of these financial statements.

SPICOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS For the period March 21, 2000 (inception) through December 31, 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Operating Activities Net Loss ............................................ $(4,000) $ -0- ------- ------- Adjustments to reconcile net loss to net cash used in operating activities Stocks issued for services at fair value 2,000 $ -0- ------- ------- Net Cash Used by operating activities ......... ... (2,000) $ -0- ------- ------- Financing activities Stockholder contribution 2,000 $ -0- ------- ------- Net Cash Provided by Financing Activities .............................. 2,000 $ -0- ------- ------- Net increase (decrease) in cash and cash equivalents -- -- Cash and Cash Equivalents Beginning of Year.. ............................ -- -- Cash and Cash Equivalents End of Year ................................. $ -- -- ======= ======= Non cash activities: Stocks issued for services as fair value $ 2,000 $ -0- The accompanying notes are an integral part of these financial statements. 6 SPICOLOGY, INC. (A Development Stage Company) Notes to Financial Statements March 31, 2001 NOTE 1 NATURE OF BUSINESS Spicology, Inc. was incorporated under the laws of the State of California on March 21, 2000. It is engaged in the business of selling culinary spices from its e-commerce equipped web site, which is now in development. Spicology has been in the development stage since its formation. Planned principal operations have commenced recently but have not generated any revenue. NOTE 2 SIGNIFICANT ACCOUNTING POLICIES Basis - Spicology uses the accrual method of accounting. Cash and cash equivalents - Spicology considers all short term, highly liquid investments that are readily convertible within three months to known amounts as cash equivalents. Currently, it has no cash equivalents. Primary earnings per share amounts are based on the weighted average number of shares outstanding at the dates of the financial statements. Fully diluted earnings per share shall be shown on stock options and other convertible issues that may be exercised within ten years of the financial statement dates. Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes. Actual results could differ from those estimates. NOTE 3 INCOME TAXES Spicology has adopted the provisions of SFAS No. 109 "Accounting for Income Taxes". SFAS 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Spicology, Inc. has incurred losses that can be carried forward to offset future earnings if conditions of the Internal Revenue Codes are met. NOTE 4 RELATED PARTY TRANSACTIONS Spicology issued 1,800,000 shares of unregistered common stock to its sole officer in exchange for his services. These were recorded in the books at par value ($.001). Spicology shares office space and telephone services of its president at no charge, and it pays no officer salaries at the present time. It also shares office space and telephone services of the President of Spicology at no charge. General and administrative expenses were also paid to officers who are also stockholders of Spicology. 7 NOTE 5 GOING CONCERN Spicology has nominal assets and no current operations with which to create operating capital. It seeks to raise operating capital through private placements of its common stock. However, it is unknown if such offering or negotiations will be successful. ----------------------------------------------------------------- ----------------------------------------------------------------- PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. THIS ANALYSIS CONTAINS FORWARD-LOOKING COMMENTS WHICH ARE BASED ON CURRENT INFORMATION. ACTUAL RESULTS IN THE FUTURE MAY DIFFER MATERIALLY. The Company is engaged in the business of establishing a web site for spice sales. The Company has just commenced operations, and a comparative analysis of financial information is not relevant. PART II. Item 1. Legal proceedings NONE Item 2. Changes in securities and use of proceeds NONE Item 3. Defaults on senior securities NONE Item 4. Submission of items to a vote NONE Item 5. Other information NONE Item 6. a) Exhibits NONE b) Reports on 8K NONE SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SPICOLOGY.COM Dated: April 27, 2001 By: Rick Feinstein --------------------- Rick Feinstein, President 8 Dated: April 27, 201 By: Rick Feinstein ------------------------------ Rick Feinstein Chief Financial Officer 9

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