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 October 31, 1999
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
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Commission File Number 0-25553
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EXPLORE TECHNOLOGIES INC.
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(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
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-689-1659
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None
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(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 [ X ] Yes [ ] 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 $.001 par value
Class A Common Stock outstanding as of October 31, 1999.
<PAGE>
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 nine months ended October 31, 1999 are not necessarily
indicative of the results that can be expected for the year ending January 31,
2000.
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
BALANCE SHEET
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
- -------------------------------------------------------------------------------
ASSETS
Current
Cash $ 15,287
Prepaid expense 750
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16,037
Mineral property (Note 4) 1,000
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$ 17,037
=============================================================================
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 (47,963)
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17,037
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$ 17,037
=============================================================================
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
- -------------------------------------------------------------------------------
FOR THE INCEPTION
NINE MONTHS DECEMBER 18
ENDED 1998
OCTOBER 31 TO OCTOBER 31
1999 1999
- -------------------------------------------------------------------------------
Expenses
Bank charges $ 229 $ 243
Office and sundry 480 634
Office facilities and services 6,750 7,500
Professional fees 21,902 28,385
Mineral property maintenance and
exploration expenditures 11,201 11,201
---------------------------
Net Loss For The Period (40,562) $ (47,963)
Deficit Accumulated During The Exploration Stage,
Beginning Of Period (7,401)
------------
Deficit Accumulated During The Exploration Stage,
End Of Period $ (47,963)
============
Net Loss Per Share ($0.01)
===========
Weighted Average Number of Shares Outstanding 6,050,000
===========
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
- -------------------------------------------------------------------------------
FOR THE INCEPTION
NINE MONTHS DECEMBER 18
ENDED 1998
OCTOBER 31 TO OCTOBER 31
1999 1999
- -------------------------------------------------------------------------------
Cash Flow From Operating Activities
Net loss for the period $ (40,562) $ (47,963)
Adjustments To Reconcile Net Loss To Net Cash Used
By Operating Activities
Change in prepaid expense (750) (750)
Change in accounts payable (3,571) -
---------------------------
(44,883) (48,713)
---------------------------
Cash Flow From Investing Activities
Mineral property - (1,000)
---------------------------
Cash Flow From Financing Activities
Share capital issued - 65,000
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Increase (Decrease) In Cash (44,883) 15,287
Cash, Beginning Of Period 60,170 -
---------------------------
Cash, End Of Period $ 15,287 $ 15,287
===============================================================================
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
OCTOBER 31, 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 - - - (40,562) (40,562)
------------------------------------------------------
Balance, October 31, 1999 6,050,000 $ 6,050 $ 58,950 $(47,963) $(17,037)
======================================================
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited financial statements as of October 31, 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 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.
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 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,
<PAGE>
warrants and certain 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.
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
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 totalling 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.
<PAGE>
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 Seconded 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 First Amended Form
10-SB Registration Statement) upon completion of Phase One and an evaluation of
the results of the Phase One program.
The Company contracted independent geophysicist Zonge Geosciences to perform a
Gradient IP/Resistivity (GIP/R) survey on the Sand Springs project in Churchill
County, Nevada. Just over seven miles of coverage was completed. This
geophysical method measures delayed voltage response in earth materials. The
results identify materials that indirectly may be associated with precious metal
mineralization. This survey also helps in mapping rock types and geologic
structures. The results of the survey validated interpreted fault zones and
mapped/projected country rock on the property. The results will allow for more
confident drill hole placement during drill program planning since the survey
also helped in the interpretation of the geology in areas buried by recent
alluvial cover.
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).
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 risk 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
<PAGE>
- - 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
- - 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
<PAGE>
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: December 10, 1999
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By: -------------------------------
PETER BELL, Director, President
Chief Executive Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED OCTOBER 31, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> OCT-31-1999
<CASH> 15,287
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,037
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 17,037
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 17,037
<TOTAL-LIABILITY-AND-EQUITY> 17,037
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (40,562)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (40,562)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (40,562)
<EPS-BASIC> ($0.01)
<EPS-DILUTED> ($0.01)
</TABLE>
