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: June 30, 1999
[ ] TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number 0-25825
TIBERON RESOURCES LTD.
(Exact name of small business issuer as specified in its charter)
NEVADA 91-1921237
(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:
8,050,000 SHARES OF COMMON STOCK, $.0001 PAR VALUE, AS OF
JULY 28, 1999
Transitional Small Business Disclosure Format (check one); Yes___ No_X_
Exhibit index on page 10 Page 1 of 13 pages
---- ----
<PAGE>
TIBERON RESOURCES LTD.
FINANCIAL STATEMENTS
(Expressed in US dollars)
SIX MONTH PERIOD ENDED
JUNE 30, 1999
(Unaudited - Prepared by Management)
2
<PAGE>
<TABLE>
TIBERON RESOURCES LTD.
BALANCE SHEETS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
<CAPTION>
===================================================================================================================================
June 30, December 31,
1999 1998
- -----------------------------------------------------------------------------------------------------------------------------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT
Cash $ 8,563 $ 19,292
Prepaid expenses - 757
---------------------- ----------------------
8,563 20,049
ORGANIZATIONAL COSTS, net of accumulated amortization 898 1,018
---------------------- ----------------------
$ 9,461 $ 21,067
===================================================================================================================================
===================================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
CURRENT
Accounts payable and accrued liabilities $ 1,390 $ -
---------------------- ----------------------
SHAREHOLDERS' EQUITY (Note 2)
Preferred stock, $0.01 par value,
1,000,000 shares authorized, none outstanding
Common stock, $0.001 par value,
50,000,000 shares authorized,
8,050,000 shares issued and outstanding 8,050 8,050
Additional paid in capital 22,955 22,955
Deficit accumulated (22,934) (9,938)
---------------------- ----------------------
8,071 21,067
---------------------- ----------------------
$ 9,461 $ 21,067
===================================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<TABLE>
TIBERON RESOURCES LTD.
STATEMENTS OF OPERATIONS AND DEFICIT (Expressed in US dollars) (Unaudited -
Prepared by Management)
<CAPTION>
==============================================================================================================================
Cumulative
Amounts
From Six Month
Inception to Period Ended Year Ended
June 30, June 30, December 31,
1999 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------
(Unaudited) (Unaudited) (Audited)
<S> <C> <C> <C>
REVENUE - $ - $ -
-------------------- -------------------- --------------------
EXPENSES
Accounting and audit 2,733 1,733 1,000
Administration 690 690 -
Amortization 300 120 180
Bank charges 66 66 -
Consulting 5,573 2,300 3,273
Filing fees 85 85 -
Legal 11,146 7,158 3,988
Office and miscellaneous 667 370 297
Transfer agent 1,068 1,068 -
Foreign exchange (gain) loss 606 (594) 1,200
-------------------- -------------------- --------------------
22,934 12,996 9,938
-------------------- -------------------- --------------------
NET LOSS FOR THE PERIOD $ (22,934) $ (12,996) $ (9,938)
=============================================================================================================================
=============================================================================================================================
PER SHARE INFORMATION:
Weighted average number
of common shares outstanding - basic 8,050,000 5,091,887
=============================================================================================================================
=============================================================================================================================
NET LOSS PER COMMON SHARE - basic $ - $ -
=============================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
TIBERON RESOURCES LTD.
STATEMENTS OF SHAREHOLDERS' EQUITY
(Expressed in US dollars)
(Unaudited - Prepared by Management)
<CAPTION>
====================================================================================================================================
Common Stock Additional
-------------------------------- Paid Accumulated
Shares Amount in Capital Deficit Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE AT INCEPTION - $ - $ - $ - $ -
Issuance of stock for repayment of advances
at $0.0025 per share (Note 4) 2,000,000 2,000 3,000 - 5,000
Issuance of stock for cash at $0.0025 per
share (net of issuance costs) (Note 2) 6,000,000 6,000 6,547 - 12,547
Issuance of stock for cash at $0.30 per share
(net of issuance costs) (Note 2) 50,000 50 13,408 - 13,458
Net loss for the year - - - (9,938) (9,938)
--------------- --------------- --------------- --------------- ---------------
BALANCE AT DECEMBER 31, 1998 (audited) 8,050,000 8,050 22,955 (9,938) 21,067
Net loss for the period - - - (12,996) (12,996)
--------------- --------------- --------------- --------------- ---------------
BALANCE AT JUNE 30, 1999 (unaudited) 8,050,000 $ 8,050 $ 22,955 $ (22,934) $ 8,071
====================================================================================================================================
====================================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
<TABLE>
TIBERON RESOURCES LTD.
STATEMENTS OF CASH FLOWS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
<CAPTION>
=============================================================================================================================
Cumulative
Amounts
From Six Month
Inception to Period Ended Year Ended
June 30, June 30, December 31,
1999 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------
(Unaudited) (Unaudited) (Audited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (22,934) $ (12,996) $ (9,938)
Adjustments to reconcile net loss to net cash
Decrease in prepaids - 757 (757)
Increase in accounts payable and accrued liabilities 1,390 1,390 -
Amortization 300 120 180
-------------------- -------------------- --------------------
Net cash used in operating activities (21,244) (10,729) (10,515)
-------------------- -------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Organization costs (1,198) - (1,198)
-------------------- -------------------- --------------------
Net cash used in investing activities (1,198) - (1,198)
-------------------- -------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock issuance, net of issuance costs 26,005 - 26,005
Proceeds from stock issuance for repayment of advances 5,000 - 5,000
-------------------- -------------------- --------------------
Net cash provided by financing activities 31,005 - 31,005
-------------------- -------------------- --------------------
CHANGE IN CASH FOR THE PERIOD 8,563 (10,729) 19,292
CASH POSITION, BEGINNING OF PERIOD - 19,292 -
-------------------- -------------------- --------------------
CASH POSITION, END OF PERIOD $ 8,563 $ 8,563 $ 19,292
=============================================================================================================================
=============================================================================================================================
ISSUANCE OF STOCK FOR REPAYMENT OF ADVANCES $ 5,000 $ - $ 5,000
=============================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
TIBERON RESOURCES LTD.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in US dollars)
JUNE 30, 1999
(Unaudited - Prepared by Management)
================================================================================
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Company was incorporated on April 10, 1998, in the State of Nevada.
The Company is in the exploration stage and has entered into an
agreement to purchase mineral property claims located in Manitoba,
Canada (see Note 3). At this initial stage the Company is investing in
mineral properties.
ORGANIZATIONAL COSTS
Organizational costs include costs for professional fees and are
amortized using the straight-line method over five years.
BASIC LOSS PER SHARE
The basic loss per share is computed by dividing the net loss for the
period by the weighted average number of common shares outstanding for
the period.
ESTIMATES
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
LOSS ON FOREIGN CURRENCY TRANSLATION
The Company's functional currency is the US Dollar, however the cash is
held in a Canadian bank account. Therefore, foreign currency
translation resulted in an aggregate exchange loss of $606 for the
period.
2. SHAREHOLDERS' EQUITY
As of August 31, 1998, 6,000,000 shares of stock were issued to various
investors at $0.0025 per share for cash of $15,000, pursuant to the
Company's Regulation D, Rule 504 offering ("Rule 504"). Issuance costs
were $2,453.
In addition, during September 1998, the Company completed a second
Regulation D, Rule 504 offering and issued 50,000 shares of its $0.001
par value common stock to various investors at $0.30 per share for cash
of $15,000. Issuance costs were $1,542.
3. COMMITMENTS AND CONTINGENCIES
The Company entered into an Agreement on April 28, 1998, to acquire the
rights to mineral claims and explore for copper, nickel and cobalt in
Manitoba, Canada. The agreement is made with an unrelated third party.
The terms of the agreement require the Company to pay a total of
CDN$50,000 (approximately US$33,500) which is payable on April 28,
2000.
7
<PAGE>
TIBERON RESOURCES LTD.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in US dollars)
JUNE 30, 1999
(Unaudited - Prepared by Management)
================================================================================
3. CONT'D...
The agreement also requires the Company to fund a CDN$40,000
(approximately US$26,500) work program by April 28, 1999, which has
been extended to September 28, 1999. An additional CDN$50,000
(approximately US$33,500) work program is to be completed by April 28,
2000.
4. RELATED PARTY TRANSACTIONS
During 1998, associates of the sole officer and director of the Company
advanced the Company $5,000 for a legal retainer which was reimbursed
to the associates through the issuance of 2,000,000 shares of common
stock.
5. INCOME TAXES
The Company has a Federal net operating loss carryforward of
approximately $9,900 expiring in 2018 and $12,996 expiring in 2019.
This carryforward may be limited upon the consummation of a business
combination under Section 381 of the Internal Revenue Code.
6. YEAR 2000
The Company has assessed its exposure to date sensitive computer
programs that may not be operative subsequent to 1999 and has
implemented a requisite course of action to minimize Year 2000 risk and
ensure that neither significant costs nor disruption of normal business
operations are encountered. However, because there is no guarantee that
all systems of outside vendors or other entities on which the Company's
operations rely will be 2000 compliant, the Company remains susceptible
to consequences of the Year 2000 issue.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Since incorporation on April 10, 1998, the Company has been a natural
resource company engaged in the acquisition of mineral properties. As of the
filing of this report, the Company's sole focus is in Canada. From inception to
the date of this report, the Company had no revenue. Management believes the
Company has sufficient working capital to fund the Company's operations through
October 31, 1999. For the six months ended June 30, 1999, the Company recorded a
net loss of $12,996, which included the following costs and expenses: legal
($7,158); consulting ($2,300); and accounting and audit ($1,733). For the six
months ended June 30, 1999, the Company recognized a gain on foreign currency
translation of $594.
The Company's primary source of working capital has been through the
sale of Common Stock. Since incorporation, the Company has received $31,005 of
net proceeds from sales of Common Stock. Management anticipates additional
offerings of Common Stock to fund the required $40,000 work program. Cash flows
from operations since incorporation reflect net cash used in operating
activities of $21,244, and net cash used in investing activities of $1,198.
Since the Company currently has no significant source of revenue, the Company's
working capital will continue to be depleted by operating expenses and outlays
required for the property.
9
<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
<TABLE>
A) EXHIBITS
<CAPTION>
REGULATION SEQUENTIAL
S-B NUMBER EXHIBIT PAGE NUMBER
<S> <C> <C>
3.1 Articles of Incorporation (1)<F1> N/A
3.2 Bylaws (1)<F1> N/A
10.1 Agreement between the Company and Carey Whitehead dated April 28, N/A
1998 relating to Falcon claims 25, 26 and 27,
located in Manitoba, Canada.(1)<F1>
11 Statement Regarding Computation of Per Share Earnings See Financial
Statements
27 Financial Data Schedule 14
- ----------------------------
<FN>
<F1>
(1) Incorporated by reference to the exhibits filed with the Registration
Statement on Form 10-SB, File No. 0-25825.
</FN>
</TABLE>
B) REPORTS ON FORM 8-K:
None.
10
<PAGE>
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.
TIBERON RESOURCES LTD.
(Registrant)
Date: August 14, 1999 By: /S/REG HANDFORD
---------------------------------
Reg Handford, President
11
<PAGE>
Exhibit 27
Financial Data Schedule
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS, STATEMENTS OF OPERATIONS AND DEFICIT, STATEMENTS OF SHAREHOLDERS'
EQUITY, STATEMENTS OF CASH FLOWS, AND THE NOTES THERETO, WHICH MAY BE FOUND ON
PAGES 2 THROUGH 8 OF THE COMPANY'S FORM 10-QSB FOR THE PERIOD ENDED JUNE 30,
1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 8,563
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,563
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,461
<CURRENT-LIABILITIES> 1,390
<BONDS> 0
0
0
<COMMON> 8,050
<OTHER-SE> 21
<TOTAL-LIABILITY-AND-EQUITY> 9,461
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,996
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (12,996)
<INCOME-TAX> 0
<INCOME-CONTINUING> (12,996)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,996)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
