10QSB

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, 2005

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________ to ______________

Commission file number: 000-25809

SICLONE INDUSTRIES, INC.

(Exact name of small business issuer as specified in its charter)

Delaware                                               87-042699

(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, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 PRECEDING FIVE YEARS

Check whether the registrant 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 plan confirmed by a court.  Yes ____  No ____

APPLICABLE ONLY TO CORPORATE ISSUERS

The aggregate number of shares issued and outstanding of the issuer’s common stock as of March 31, 2005 was 23,810,000 shares of $0.001par value.

Transitional Small Business Disclosure Format (Check one):   Yes [  ]  No [X]

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FORM 10-QSB

SICLONE INDUSTRIES, INC.

INDEX

		Page
PART I.	Financial Information
	Item 1.  Unaudited Financial Statements Balance Sheets March 31, 2005 and December 31, 2004 Statements of Operations for the Three Months Ended March 31, 2005 and 2004 Statement of Cash Flows for the Three Months Ended March 31, 2005 and 2004 Notes to Financial Statements Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 3.  Controls and Procedures	3 3                    4 5                    7 8 10
PART II.	Other Information Item 6.  Exhibits and Reports on Form 8-K	11
	Signatures	12

(Inapplicable items have been omitted)

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PART I   -  FINANCIAL INFORMATION

Item 1.

   Financial Statements

SICLONE INDUSTRIES, INC.

(A Development Stage Company)

Financial Statements

March 31, 2005 and December 31, 2004

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SICLONE INDUSTRIES, INC.

(A Development Stage Company)

Balance Sheets

(Unaudited)

ASSETS
	March 31,	December 31,
	2005	2004
	(Unaudited)
CURRENT ASSETS
Cash	$         269	$          124
Total Current Assets	269	124
TOTAL ASSETS	$        269	$         124
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$       2,230	$       840
Accounts payable - related party	34,212	33,212
Accrued interest - related party	8,197	7,339
Total Current Liabilities	44,639	41,391
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	(651,873)	(648,770)
Total Stockholders' Equity (Deficit)	(44,370)	(41,267)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$         269	$       124

The accompanying notes are an integral part of these financial statements

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SICLONE INDUSTRIES, INC.

(A Development Stage Company)

Statements of Operations

(Unaudited)

			From
			Inception on
			November 1,
	For the Three Months Ended		1985 through
	March 31,		March 31,
	2005	2004	2005
REVENUES	$             -	$              -	$               -
EXPENSES	(3,103)	(2,107)	(56,370)
LOSS FROM DISCONTINUED OPERATIONS	-	-	(595,503)
NET LOSS	$    (3,103)	$     (2,107)	$  (651,873)
BASIC LOSS PER SHARE	$      (0.00)	$       (0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING	23,810,000	23,810,000

The accompanying notes are an integral part of these financial statements.

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SICLONE INDUSTRIES, INC.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

			From
			Inception on
			November 1,
	For the Three Months Ended		1985 through
	March 31,		March 31,
	2005	2004	2005
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss	$    (3,103)	$   (2,107)	$ (651,873)
Adjustments to reconcile net loss to net
cash provided used by operating activities:
Common stock issued for services	-	-	50
Changes in operating assets and liabilities:
Increase in accounts payable	1,390	1,375	2,230
Increase in accrued interest related party	858	697	8,197
Net Cash Used by Operating Activities	(855)	(35)	(641,396)
CASH FLOWS FROM INVESTING
ACTIVITIES:	-	-	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties	1,000	-	34,212
Additional capital contributed	-	-	10,180
Stock offering costs	-	-	(18,678)
Issuance of common stock for cash	-	-	615,951
Net Cash Provided by Financing Activities	1,000	-	641,665
INCREASE (DECREASE) IN CASH	145	(35)	269
CASH AT BEGINNING OF PERIOD	124	352	-
CASH AT END OF PERIOD	$       269	$     317	$      269
CASH PAID FOR
Interest	$           -	$         -	$           -
Income taxes	$           -	$         -	$           -
SUPPLEMENTAL SCHEDULE OF
NON-CASH FINANCING ACTIVITIES:
Common stock issued for services	$          -	$        -	$         50

The accompanying notes are an integral part of these financial statements.

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SICLONE INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2005 and December 31, 2004

NOTE 1 -

BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company
46;s most recent audited financial statements and notes thereto included in its December 31, 2004 Annual Report on Form 10-KSB of Siclone Industries, Inc. Operating results for the three months ended December 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

NOTE 2 -

GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through sales of common stock and continuing to develop and market its “bounce-house” business. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operations

Safe Harbor for Forward-Looking Statements

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 2. &nbs p;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.

Description of Business

Siclone Industries, Inc. originally incorporated in Delaware on November 1, 1985 as McKinnely Investments, Inc.  The company changed its name to Accoline Industries, Inc. on November 5, 1986 and again changed its name to Siclone Industries, Inc. on May 24, 1988.

We have not had active business operations inception and are considered a development stage company.  In 1993, we entered into an agreement with Bradley S. Shepherd in which Mr. Shepherd agreed to become an officer and director of the Company and use his best efforts to organize and update our books and records and to seek business opportunities for acquisition or participation.

Siclone intends to seek, investigate, and if warranted, acquire an interest in a business opportunity.  We will not restrict our search to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry.  Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors.

The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment.  There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its shareholders.

Our activities are subject to several significant risks which arise primarily as a result of the fact that Siclone has no specific business and may acquire or participate in a business opportunity based on the decision of management which will, in all probability, act without the consent, vote, or approval of our shareholders.

Plan of Operation

Our management intends to actively seek business opportunities during the next twelve months.  If we identify a suitable business opportunity during the year, our need for capital may change dramatically.  Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.  To date we have not pursued any business opportunities and there can be no assurance that we will identify a business venture suitable for acquisition in the future.  In addition, we cannot assure that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage any business venture we acquire.  

8

Our current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company.  

Sources of Opportunities

We anticipate that business opportunities may arise from various sources, including our officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.

We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people.  Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, such firms may be retained if management deems it in our best interests.  In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.

Criteria

We will not restrict our search to any particular business, industry or geographical location.  Siclone may acquire or enter into a business in any industry and in any stage of development.  This may include a business or opportunity involving a “start up” or new company.  In seeking a business venture, management’s decision will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product or industry, but will be based upon the business objective of seeking long-term capital appreciation in the real value of the Company.

In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; the history of operations, if any; prospects for the future; the nature of present and expected competition; the quality and experience of management services which may be available and the depth of the management; the potential for further research, development or exploration; the potential for growth and expansion; the potential for profit; the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.

Generally, management will analyze all available factors in the circumstances and make a determination based upon a composite of available facts, without reliance upon any single factor as controlling.

Methods of Participation of Acquisition

Specific business opportunities will be reviewed and, on the basis of that review, the legal structure or method of participation deemed by management to be suitable will be selected.  Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transaction.  The Company may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.

Procedures

As part of the ongoing investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity, visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.

9

Management will generally request that it be provided with written materials regarding the business opportunity containing such items as a description of product, service and company history; management resumes; financial information; available projections with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks or service marks or rights thereto; present and proposed forms of compensation to management; a description of transactions between the prospective entity and its affiliates; relevant analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; and other information deemed relevant.

Competition

We expect to encounter substantial competition in our efforts to acquire a business opportunity.  The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.

Employees

We do not currently have any employees.   We rely upon the efforts of our officers and directors to conduct our business.

Results of Operations for the Three and Nine-Month Periods Ended March 31, 2005 and 2004

We have not generated any revenues since inception November 1, 1985.  Expenses for the three-month period ended March 31, 2005 were $3,103 compared to expenses of $2,107 during the same period in 2004.  Expenses during both periods consisted mainly of professional, legal and accounting costs related to our public filings.

As a result of the foregoing factors, we realized a net loss of $3,103 for the three-month period ended March 31, 2005, compared to a net loss of $2,107 for the three-month period ended March 31, 2005.  Since inception on November 1, 1985, we have realized a net loss of $651,873.

Liquidity and Capital Resources

At March 31, 2005 our total assets consisted of $269 in cash.  Total liabilities at March 31, 2005 were $44,639 consisting of $2,230 in accounts payable, $34,212 in accounts payable to Bradley S. Shepherd, our sole officer and director, and $8,197 in accrued interest.  At December 31, 2004, the Company had $124 in cash and liabilities of $41,391 consisting of $840 in accounts payable, $33,212 in accounts payable to Mr. Shepherd and $7,339 in accrued interest.

In recent years we have relied on advances from our president to cover our operating costs.   Management anticipates that we will receive sufficient advances from our president to meet our needs through the next 12 months.  However, there are no formal agreements or understandings to that effect.  

ITEM 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer/Chief Financial Officer has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

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(b) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K

No reports were filed on Form 8-K by Siclone Industries during the three-month period ended March 31, 2005.

Exhibits

 Exhibit No.

SEC Ref. No.

Title of Document

Location

1

 31.1

Certification of the Principal Executive Officer/

Principal Financial Officer pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

Attached

2

 32.1

Certification of the Principal Executive Officer/

Principal Financial Officer pursuant to U.S.C.

Section 1350 as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002*

Attached

* The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

11

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SICLONE INDUSTRIES, INC.

­­­­/s/ Bradley S. Shepherd        

Date: May 16, 2005

Bradley S. Shepherd

Chief Executive Officer and

Chief Financial Officer

12

EX-31

Exhibit 31

Certification Pursuant to pursuant to Rule 13a-14(a) or Rule 15d-14(a)

of the Securities Exchange Act of 1934, as amended

I, Bradley S Shepherd Chief Executive Officer and Chief Financial Officer of Siclone Industries, Inc. (the "Company"), certify that:

1. I have reviewed this quarterly report on Form 10-QSB of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the  registrant's internal control over financial reporting.

5. As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely

affect the registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Bradley S. Shepherd        

Date: May 16, 2005

Bradley S. Shepherd

Chief Executive Officer and

Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Siclone Industries, Inc. a Delaware corporation (the “Company”), on Form 10-QSB for the quarterly period ending March 31, 2005 as filed with the Securities and Exchange Commission (the “Report”), I, Bradley S. Shepherd, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350), that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Bradley S. Shepherd       

Date: May 16, 2005

Bradley S. Shepherd

Chief Executive Officer and

Chief Financial Officer