U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2000
[ ] TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _______________
Commission file number 0-29481
RIMPAC RESOURCES LTD.
(Exact name of small business issuer as specified in its charter)
NEVADA 91-1921379
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11930 MENAUL BOULEVARD N.E., # 107, ALBUQUERQUE, NEW MEXICO 87112
(Address of principal executive offices)
(505) 289-8235
(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 No X
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date:
8,550,000 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
MAY 23, 2000
Transitional Small Business Disclosure Format (check one); Yes No X
---- ----
Exhibit index on page 7 Page 1 of 10 pages
<PAGE>
Rimpac Resources Ltd
(A Development Stage Company)
Balance Sheet
(unaudited)
March 31,
2000
------------
ASSETS
Current assets:
Cash $ 564
============
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
Current liabilites:
Accounts payable $ 4,805
Related party payable 3,289
------------
8,094
Stockholders' (deficit) :
Preferred stock, $0.01 par value,
1,000,000 undesignated shares
authorized 0.00
Common stock, $0.001 par value,
50,000,000 shares authorized,
8,550,000 shares issued and
outstanding 8,550
Additional paid in capital 24,162
(Deficit) accumulated during the
development stage (40,242)
------------
Total stockholders' (deficit) (7,530)
------------
$ 564
============
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
Rimpac Resources Ltd.
(A Development Stage Company)
Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
January 26, 1988
Three months Three months (inception)
ended ended Through
March 31, 1999 March 31, 2000 March 31, 2000
-------------- --------------- ----------------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0.00
Costs and expenses:
General and administrative 2,281 7,667 36,987
Amortization 64 0 1,283
-------------- --------------- ---------------
(Loss) from operations (2,345) (7,667) (38,270)
-------------- --------------- ---------------
Other income (expense):
Foreign currency transaction gain (loss) 60 (54) (722)
Loss on mineral claims 0 0 (1,250)
-------------- --------------- ---------------
60 (54) (1,972)
-------------- --------------- ---------------
Net (loss) $ (2,285) $ (7,721) $ (40,242)
============== =============== ===============
Per share information:
Weighted average number
of common shares outstanding - basic
and diluted 8,550,000 8,550,000 7,055,804
============== =============== ===============
Net (loss) per common share - basic and
diluted $ (0.00) $ (0.00) $ (0.01)
============== =============== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
Rimpac Resources Ltd.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
January 26, 1988
Three months Three months (inception)
ended ended Through
March 31, 1999 March 31, 2000 March 31, 2000
-------------- --------------- ----------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $ (2,285) $ (7,721) $ (40,242)
Adjustments to reconcile net (loss) to net
cash used in operating activities:
Amortization 64 0 1,283
Write off of mineral claims 0 0 1,250
Increase (decrease) in accounts payable (337) 2,793 4,805
Common stock issued for assignment
of mineral property rights 0 0 1,250
-------------- --------------- ---------------
Net cash (used in) operating activities (2,558) (4,928) (31,654)
-------------- --------------- ---------------
Cash flows from investing activities:
Investment in mineral claims 0 0 (1,250)
Organization costs 0 0 (1,283)
-------------- --------------- ---------------
Net cash (used in) investing activities 0 0 (2,533)
-------------- --------------- ---------------
Cash flows from financing activities:
Proceeds from loan from related party 0 3,289 3,289
Proceeds from stock sales, net of
issuance costs 0 0 26,462
Proceeds from advances 0 0 5,000
-------------- --------------- ---------------
Net cash provided by financing activities 0 3,289 34,751
-------------- --------------- ---------------
Net increase (decrease) in cash (2,558) (1,639) 564
Beginning cash 13,126 2,203 0
-------------- --------------- ---------------
Ending cash $ 10,568 $ 564 $ 564
============== =============== ===============
Supplemental cash flow information:
Cash paid for: interest 0 0 0
income taxes 0 0 0
Non-cash investing and financing activities:
Issuance of common stock as repayment of advances $ 0 $ 0 $ 5,000
Issuance of common stock for assignment of
mineral property rights $ 0 $ 0 $ 1,250
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Rimpac Resources, Ltd.
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
Note 1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. They do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, considered necessary for a fair presentation, have been
included in the accompanying unaudited financial statements. Operating results
for the periods presented are not necessarily indicative of the results that may
be expected for the full year. For further information, refer to the financial
statements and notes therto, included in the Company's registration statement on
Form 10-SB, file number 0-29481.
Note 2. RELATED PARTY TRANSACTION
During the three months ended, March 31, 2000, the Company received small loans
totaling $3,289 from a related party. The loans have no specific terms of
repayment or interest.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Since incorporation on January 26, 1998, the Company has been a natural
resource company engaged in the acquisition of mineral properties, with its sole
focus in the state of Arizona. The Company acquired a mineral exploration permit
issued by the State of Arizona and intended to explore for gold mineralization
within the Goldstone Prospect permit area. The Company was unable to secure
financing for the intended exploration and the world market price of gold was on
the decline. As a result, the Company abandoned its operations and the permit
was not renewed. The Company is now a "shell" company whose sole purpose at this
time is to locate and consummate a merger or other business combination with a
private entity.
The Company has not generated any revenue. For the three months ended
March 31, 2000, the Company recorded a net loss of $7,721. In comparison, the
Company's net loss for the corresponding period of the last fiscal year was
$2,285. This factor, among others, raises substantial and compelling doubt about
the Company's ability to continue as a going concern.
The statement of cash flows reflects net cash used in operating
activities of $4,928 for the three months ended March 31, 2000. This was offset
by $3,289 of net cash provided by financing activities. Since the Company
currently has no significant source of revenue, the Company's working capital
will be depleted by operating expenses.
At March 31, 2000, the Company had a working capital deficit of $7,530.
Funds required to maintain the Company's existence have been provided by related
parties. Management anticipates another offering of common stock to consummate a
merger or other business combination, and to provide sufficient working capital.
In addition to another offering of common stock, management anticipates that
additional financing may be obtained through long- or short-term loans against
the Company's equity, or through a joint venture or strategic alliance. There
can be no assurance that the Company will be able to obtain additional funding,
or obtain additional funding with terms favorable to the Company. The failure to
obtain additional financing could result in delay or indefinite postponement of
the Company's activities, and a complete loss of its investment.
The Company's ability to continue as a going concern is dependent upon
its ability to generate sufficient cash flow to meet its obligations on a timely
basis, to identify and implement a merger or other business combination, to
obtain additional financing or refinancing as may be required, and to ultimately
attain profitability. There are no assurances that the Company will be able to
identify and implement a merger or business combination, or obtain any
additional financing.
6
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
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
<TABLE>
<CAPTION>
REGULATION SEQUENTIAL
S-B NUMBER EXHIBIT PAGE NUMBER
<S> <C> <C>
3.1 Articles of Incorporation (1) N/A
3.2 Bylaws (1) N/A
10.1 Assignment of Lease and Purchase Option between the Company and N/A
Leroy Halterman dated March 22, 1998 (1)
10.2 State Land Department, State of Arizona, Mineral Exploration Permit No. N/A
08-103044, dated September 17, 1997 (1)
10.3 Goldstone Prospect, Cochise County, Arizona, Section 28, T20S R23E, A N/A
Goldstone Prospect, dated December 15, 1997, prepared by Leroy
Halterman CPG, RPG, Consulting Geologist (1)
11 Statement Regarding Computation of Per Share Earnings See Financial
Statements
27 Financial Data Schedule 10
- ----------------------------
</TABLE>
(1) Incorporated by reference to the exhibits filed with the Registration
Statement on Form 10-SB, File No. 0-29481.
7
<PAGE>
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.
RIMPAC RESOURCES LTD.
(Registrant)
Date: May 25, 2000 By: /s/Leroy Halterman
----------------------------------------
Leroy Halterman, President
8
<PAGE>
Exhibit 27
Financial Data Schedule
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
FINANCIAL STATEMENTS OF THE COMPANY AS OF AND FOR THE THREE MONTHS ENDED MARCH
31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 564
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 564
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 564
<CURRENT-LIABILITIES> 8,094
<BONDS> 0
0
0
<COMMON> 8,550
<OTHER-SE> (16,080)
<TOTAL-LIABILITY-AND-EQUITY> 564
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,721
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7,721)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,721)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,721)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
