<Page 1>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 April 30, 1999
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________ to __________
Commission File Number 0-25553
--------------------------
EXPLORE TECHNOLOGIES, INC.
--------------------------
(Exact name of Small Business Issuer as specified in its charter)
Nevada 88-0419476
- ------------------------------------ ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization ) Identification No.)
Suite 505, 1155 Robson Street
Vancouver, British Columbia, Canada V6E 1B5
- ------------------------------------ -------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-689-1659
------------
None
----------------------------------------------------------
(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 Securities Exchange Act of 1934 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
State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
6,050,000 Shares of $.001par value Class A Common Stock outstanding
as of April 30, 1999.
<Page 2>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying unaudited financial statements have been prepared
in accordance with the instructions to Form 10-QSB and Item 310 (b)
of Regulation S-B, and, therefore, do not include all information
and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles.
In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a normal
recurring nature. Operating results for the three months ended April
30, 1999 are not necessarily indicative of the results that can be
expected for the year ending January 31, 2000.
2
<Page 3>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
BALANCE SHEET
APRIL 30, 1999
(Unaudited)
(Stated in U.S. Dollars)
- -----------------------------------------------------------------
ASSETS
Current
Cash $ 46,229
Mineral property (Note 4) 1,000
----------
$ 47,229
=================================================================
LIABILITIES
Current
Accounts payable $ 500
----------
SHAREHOLDERS' EQUITY
Share Capital
Authorized:
25,000,000 Common shares, par value $0.001
per share
Issued and outstanding:
6,050,000 Common shares 6,050
Additional paid in capital 58,950
Deficit Accumulated During The Exploration Stage (18,271)
----------
46,729
----------
$ 47,229
=================================================================
See Accompanying Notes
3
<Page 4>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
- -----------------------------------------------------------------
For The Inception
Three December 18,
Months
Ended 1998
April 30 To April 30
1999 1999
- -----------------------------------------------------------------
Expenses
Bank charges $ 152 $ 166
Office and sundry 241 395
Office facilities and services 2,250 3,000
Professional fees 8,227 14,710
-------------------------
Net Loss For The Period (10,870) $(18,271)
===========
Deficit Accumulated During The
Exploration Stage, Beginning Of Period (7,401)
---------
Deficit Accumulated During The
Exploration Stage, End Of Period $(18,271)
=========
Net Loss Per Share ($0.01)
=========
Weighted Average Number of
Shares Outstanding 6,050,000
=========
See Accompanying Note
4
<Page 5>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
- -----------------------------------------------------------------
For The Inception
Three December 18,
Months
Ended 1998
April 30 To April 30
1999 1999
- -----------------------------------------------------------------
Cash Flow From Operating Activities
Net loss for the period $(10,870) $(18,271)
Adjustments To Reconcile Net Loss To
Net Cash Used By Operating Activities
Change in accounts payable (3,071) 500
-------------------------
(13,941) (17,771)
-------------------------
Cash Flow From Investing Activities
Mineral property - (1,000)
-------------------------
Cash Flow From Financing Activities
Share capital issued - 65,000
-------------------------
Increase (Decrease) In Cash (13,941) 46,229
Cash, Beginning Of Period 60,170 -
-------------------------
Cash, End Of Period $ 46,229 $ 46,229
=================================================================
See Accompanying Notes
5
<Page 6>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
APRIL 30, 1999
(Unaudited)
(Stated in U.S. Dollars)
Common Stock
--------------------------------
Additional
Paid-in
Shares Amount Capital Deficit Total
----------------------------------------------------
Shares issued
for cash
@ $0.01 6,000,000 $ 6,000 $ 54,000 $ - $ 60,000
Shares issued
for cash
@ $0.10 50,000 50 4,950 - 5,000
Net loss
for the
period - - - (7,401) (7,401)
----------------------------------------------------
Balance,
January 31,
1999 6,050,000 6,050 58,950 (7,401) 57,599
Net loss
for the
period - - - (10,870) (10,870)
Balance, ----------------------------------------------------
April 30,
1999 6,050,000 $ 6,050 $ 58,950 $(18,271) $ 46,729
====================================================
See Accompanying Notes
6
<Page 7>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1999
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited financial statements as of April 30, 1999
included herein have been prepared without audit 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 United States
generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
It is suggested that these financial statements be read in
conjunction with the January 31, 1999 audited consolidated financial
statements and notes thereto.
2. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A. on
December 18, 1998.
b) Exploration Stage Activities
The Company is in the process of exploring its mineral property and
has not yet determined whether the property contains ore reserves
that are economically recoverable.
The recoverability of amounts shown as mineral property and
related deferred exploration expenditures is dependent upon the
discovery of economically recoverable reserves, confirmation of the
Company's interest in the underlying mineral claims and the ability
of the Company to obtain profitable production or proceeds from the
disposition thereof.
3. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the
United States. Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of
financial statements for a period necessarily involves the use of
estimates which have been made using careful judgement.
7
<Page 8>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 30, 1999
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies
summarized below:
a) Mineral Property and Related Deferred Exploration Expenditures
The Company defers all direct exploration expenditures on mineral
properties in which it has a continuing interest to be amortized
over the recoverable reserves when a property reaches commercial
production. On abandonment of any property, applicable
accumulated deferred exploration expenditures will be written off.
To date none of the Company's properties have reached commercial
production.
At least annually, the net deferred cost of each mineral property
is compared to management's estimation of the net realizable value,
and a write-down is recorded if the net realizable value is less
than the cumulative net deferred costs.
b) Income Taxes
The Company has adopted Statement of Financial Accounting Standards
No. 109 - "Accounting for Income Taxes" (SFAS 109). This standard
requires the use of an asset and liability approach for financial
accounting and reporting on income taxes. If it is more likely
than not that some portion or all of a deferred tax asset will not
be realized, a valuation allowance is recognized.
c) Financial Instruments
The Company's financial instruments consist of cash and accounts
payable.
Unless otherwise noted, it is management's opinion that this
Company is not exposed to significant interest or credit risks
arising from these financial instruments. The fair value of
these financial instruments approximate their carrying values,
unless otherwise noted.
d) Net Loss Per Share
Net loss per share is based on the weighted average number of
common shares outstanding during the period plus common share
equivalents, such as options, warrants and certain
8
<Page 9>
convertible securities. This method requires primary earnings
per share to be computed as if the common share equivalents were
exercised at the beginning of the period or at the date of issue
and as if the funds obtained thereby were used to purchase common
shares of the Company at its average market value during the
period.
4. MINERAL PROPERTY
The Company has entered into an option agreement to acquire a 50%
interest, subject to a 2.5% net smelter royalty, in the Sand
Springs, Nevada property for the following consideration:
- -- cash payment of U.S. $1,000;
- -- exploration expenditures totaling U.S. $150,000 by December 31,
2001, U.S. $10,000 of which must be expended by December 31, 1999.
Consideration paid to date $ 1,000
=======
5. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use
two digits rather than four to identify a year. Date-sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using year 2000 dates is
processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something
other than a date. The effects of the Year 2000 Issue may be
experienced before, on, or after January 1, 2000, and, if not
addressed, the impact on operations and financial reporting may
range from minor errors to significant systems failure which could
affect an entity's ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year
2000 Issue affecting the entity, including those related to the
efforts of customers, suppliers, or other third parties, will be
fully resolved.
9
<Page 10>
Item 2. Management's Discussion and Analysis or Plan of
Operations
The Company is a natural resource company engaged in the
acquisition, exploration and development of mineral properties.
The Company has an interest in certain properties located in
Nevada, and intends to carry out exploration work on this property
in order to ascertain whether it possesses commercially developable
quantities of gold and other precious minerals.
The Company has raised sufficient funds from prior offerings of
its securities, as set forth in Item 4 of Part II of the Company's
Second Amended Form 10-SB Registration Statement, to proceed with
Phase One of its exploration program (also as described therein).
The Company will assess whether to proceed with Phase Two of the
exploration program (as described in the Second Amended Form
10-SB Registration Statement) upon completion of Phase One and an
evaluation of the results of the Phase One program. It is
anticipated that Phase One will be completed by October 31, 1999.
If the Company determines to proceed with Phase Two, it will need
additional financing which it intends to obtain through a private
offering of stock to accredited investors under Regulation D of the
Securities Act of 1933. The Company thus expects that it will be
able to operate with its present cash reserves through April, 2000
(assuming it does not go to Phase Two before this time).
Since its inception on December 18, 1998, the Company has not
performed any research and development or expended any moneys
in this regard. Miranda Industries Inc., the vendor of the
property, has completed the geological exploration program on
the Miranda Property, as discussed in the Company's filed Second
Amended Form 10-SB.
The Company has not purchased or sold any plant or significant
equipment and does not expect to do so in the foreseeable future.
The Company currently has no employees, and does not expect to hire
any employees in the foreseeable future. The Company conducts its
business through agreements with consultants and arms-length
third parties.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
From time to time, the "Company will make written and oral
forward-looking statements about matters that involve risks and
uncertainties that could cause actual results to differ materially
from projected results. Important factors that could cause actual
results to differ materially include, among others:
* Fluctuations in the market prices of gold
* General domestic and international economic and political
Conditions
* Unexpected geological conditions or rock instability conditions
resulting in cave-ins, flooding, rock-bursts or rock slides
* Difficulties associated with managing complex operations in
remote areas
* Unanticipated milling and other processing problems
* The speculative nature of mineral exploration
* Environmental risks
* Changes in laws and government regulations, including those
relating to taxes and the environment
10
<Page 11>
* The availability and timing of receipt of necessary governmental
permits and approval relating to operations, expansion of
operations, and financing of operations
* Fluctuations in interest rates and other adverse financial
market conditions
* Other unanticipated difficulties in obtaining necessary
financing
* The failure of equipment or processes to operate in accordance
with specifications or expectations
* Labor relations
* Accidents
* Unusual weather or operating conditions
* Force majeure events
* Other risk factors described from time to time in the Company's
filings with the Securities and Exchange Commission.
Many of these factors are beyond the Company's ability to control
and predict. Investors are cautioned not to place undue reliance
on forward-looking statements. The Company disclaims any intent
or obligation to update its forward-looking statements, whether as
a result of receiving new information, the occurrence of future
events, or otherwise.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a) None
(b) Reports on Form 8-K -- None
11
<Page 12>
SIGNATURES
In accordance with the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
EXPLORE TECHNOLOGIES, INC.
Date: July 8, 1999
By: \s\ Peter Bell
-------------------------------
PETER BELL, Director, President
Chief Executive Officer
12
