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, 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 12 Page 1 of 15 pages
<PAGE>
Tiberon Resources Ltd.
As of March 31, 1999
and for the three months ended March 31,1999
and the period April 10, 1998 to March 31, 1999
2
<PAGE>
Tiberon Resources Ltd.
Table of Contents
PAGE
Balance Sheets 1
Statements of Operations 2
Statement of Changes in Stockholders' Equity 3
Statements of Cash Flows 4
Notes to Financial Statements 5-6
3
<PAGE>
<TABLE>
TIBERON RESOURCES LTD
BALANCE SHEET
MARCH 31, 1999
(UNAUDITED)
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 14,399
Prepaid expenses -
----------------------
Total current assets 14,399
Organizational costs, net of
accumulated amortization of $240 958
----------------------
958
$ 15,357
======================
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Accounts payable and accrued liabilities $ 1,174
Commitments and contingencies
Stockholders' equity :
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
Additional paid in capital 22,955
Accumulated deficit (16,822)
----------------------
14,183
----------------------
$ 15,357
======================
</TABLE>
The accompanying notes are an integral part of thefinancial statements.
4
<PAGE>
<TABLE>
TIBERON RESOURCES LTD.
STATEMENT OF OPERATIONS
<CAPTION>
Three months For the period
ended April 10, 1998 to
March 31,1999 March 31,1999
(unaudited) (unaudited)
------------------------ ------------------------
------------------------ ------------------------
<S> <C> <C>
Revenue $ - $ -
Costs and expenses:
Legal 5,048 9,036
Consulting 245 3,518
Accounting 331 1,331
General and administrative 1,445 1,742
Amortization 60 240
(Gain) loss on foreign currency transactions (245) 955
------------------------ ------------------------
Net loss $ 6,884 $ 16,822
======================== ========================
Per share information:
Weighted average number
of common shares outstanding - basic 8,050,000 5,681,781
======================== ========================
Net loss per common share - basic NILL NILL
======================== ========================
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
<TABLE>
Tiberon Resources Ltd.
Statement of Stockholders' Equity
For the Period April 10, 1998 through March 31, 1999
<CAPTION>
Common Stock Additional Accumulated
--------------------------------
Shares Amount Paid in Capital Deficit Total
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Issuance of stock for
repayment of advances at
$0.0025 per share 2,000,000 $ 2,000 $ 3,000 $ - $ 5,000
Issuance of stock for
cash at $0.0025 per share
(net of issuance costs) 6,000,000 6,000 6,547 - 12,547
Issuance of stock for
cash at $0.30 per share
(net of issuance costs) 50,000 50 13,408 - 13,458
Net loss for the period April 10,
1998
to December 31, 1998 - - - (9,938) (9,938)
--------------------------------------------------------------------------------------------
December 31, 1998 8,050,000 $ 8,050 $ 22,955 $ (9,938) $ 21,067
Net loss for the three months
ended March 31, 1999 - - - (6,884) (6,884)
--------------------------------------------------------------------------------------------
8,050,000 $ 8,050 $ 22,955 $ (16,822) $ 14,183
============================================================================================
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
<TABLE>
TIBERON RESOURCES LTD.
STATEMENT OF CASH FLOWS
<CAPTION>
Three months For the period
ended April 10, 1998 to
March 31,1999 March 31,1999
(unaudited) (unaudited)
-------------------------- ---------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (6,884) $ (16,822)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization 60 240
Decrease in prepaid expenses 757 -
Increase in accounts payable and accrued liabilities 1,174 1,174
----------------------------------------------------------
Net cash used in operating activities (4,893) (15,408)
----------------------------------------------------------
Cash flows from investing activities:
Organization costs - (1,198)
Net cash used in investing activities - (1,198)
----------------------------------------------------------
Cash flows from financing activities:
Proceeds from stock sales, net of
issuance costs - 31,005
----------------------------------------------------------
Net cash provided by financing activities - 31,005
----------------------------------------------------------
Net increase (decrease) in cash (4,893) 14,399
Beginning cash 19,292 -
----------------------------------------------------------
Ending cash $ 14,399 $ 14,399
========================== ===============================
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
Tiberon Resources Ltd.
Notes to Financial Statements
Note 1. BASIS OF PRESENTATION
The interim financial statements included herein have been prepared by the
Company, 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 generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's Form 10-SB as of December 31, 1998 and
for the period April 10, 1998 to December 31, 1998.
Results of operations for the interim period are not indicative of annual
results.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on April 10, 1998, in the State of Nevada. The
Company has entered into an agreement to purchase mineral property claims
located in Manitoba, Canada (see Note 4). The Company is in the exploration
stage and is investing in mineral properties.
Exchange Act Guide 7
The Securities and Exchange Commission's Exchange Act Guide 7 "Description of
property by issuers engaged or to be engaged in significant mining operations"
requires that mining companies in the exploration stage should not refer to
themselves as development stage companies in the financial statements, even
though such companies should comply with Financial Accounting Standards Board
Statement No. 7, if applicable. Accordingly the Company has not been referred to
as being a development stage company.
Organizational costs
Organizational costs include costs for professional fees and are amortized using
the straight-line method over five years.
8
<PAGE>
Tiberon Resources Ltd.
Notes to Financial Statements (Continued)
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 transaction
The Company's functional currency is the U.S. Dollar, however the cash is held
in a Canadian bank account. Foreign currency transactions resulted in the
following aggregate exchange gains and losses. For the three months ended March
31, 1999, a gain of $245 and for the period April 10, 1998 to March 31, 1999, a
loss of $955.
Note 3. STOCKHOLDERS' EQUITY
During 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.
Note 4. 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 due on April 28, 2000.
The agreement also requires the Company to fund a CDN$40,000 work program by
April 28, 1999, which has been extended to September 28, 1999, and an additional
CDN$50,000 work program by April 28, 2000.
9
<PAGE>
Tiberon Resources Ltd.
Notes to Financial Statements (Continued)
Note 5. 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.
Note 6. INCOME TAXES
The Company has a Federal net operating loss carryforward of approximately
$16,800, which will expire in the year 2012. The tax benefit of this net
operating loss of approximately $3,360 has been offset by a full allowance for
realization. This carryforward may be limited upon the consummation of a
business combination under Section 381 of the Internal Revenue Code.
10
<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 three months ended March 31, 1999, the Company recorded a net loss
of $6,884, which included the following costs and expenses: legal ($5,048);
general and administrative ($1,445); and accounting ($331). For the three months
ended March 31, 1999, the Company recognized a gain on foreign currency
translation of $245.
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
$15,408, 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.
11
<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 ___
- ----------------------------
<FN>
<F1>
(1) Incorporated by reference to the exhibits filed with the Registration Statement on Form 10-SB, File No. 0-25825.
</FN>
</TABLE>
12
<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.
TIBERON RESOURCES LTD.
(Registrant)
Date: August 3, 1999 By:/s/REG C. HANDFORD
-------------------------------------
Reg Handford, President
13
<PAGE>
Exhibit 27
Financial Data Schedule
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET, STATEMENT OF OPERATIONS, STATEMENT OF STOCKHOLDERS' EQUITY, STATEMENT OF
CASH FLOWS, AND THE NOTES THERETO, WHICH MAY BE FOUND ON PAGES 2 THROUGH 10 OF
THE COMPANY'S FORM 10-QSB FOR THE PERIOD ENDED MARCH 31, 1999, 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-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 14,399
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,399
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,357
<CURRENT-LIABILITIES> 1,174
<BONDS> 0
0
0
<COMMON> 8,050
<OTHER-SE> 6,133
<TOTAL-LIABILITY-AND-EQUITY> 15,357
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,884
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,884)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,884)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,884)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
