U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-SB/A
AMENDMENT NO. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
TIBERON RESOURCES LTD.
(Name of Small Business Issuer in its charter)
NEVADA 91-1921237
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11930 MENAUL BOULEVARD N.E., # 107, ALBUQUERQUE, NEW MEXICO 87112
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (505) 289-8235
Securities to be registered under Section 12(b) of the Act: NONE
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE
(Title of class)
Exhibit index on page 30 Page 1 of 33 pages
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Tiberon Resources Ltd. (the "Company") was organized under the laws of the
State of Nevada on April 10, 1998, to acquire mining claims and explore for
copper, nickel and cobalt in Manitoba, Canada. Its offices are located at 11930
Menaul Boulevard NE, Suite 107, Albuquerque, New Mexico 87112, and its telephone
number is (505)298- 8235. Its registered office and records are located at One
East First Street, Reno, Nevada.
The Company has no employees, other than its sole officer, Mr. Reg
Handford, and its sole director, Mr. Leroy Halterman, both of whom are serving
without compensation. It is anticipated that the Company will have employees in
the future. As President, Secretary and Treasurer of the Company, Mr. Handford
is responsible for conducting the day-to-day operations of the Company, and
recommending long term strategies to the Board of Directors regarding the
Company's marketing, financing and contracting activities. Since the Company's
inception, Mr. Handford has spent approximately eighty (80) hours on organizing
documentation, property acquisitions and seeking capital for the Company.
On April 28, 1998, the Company and Carey Whitehead, a non-affiliate,
entered into an Agreement (the "Agreement") whereby the Company acquired Falcon
claims 25, 26 and 27 (the "Mining Claims"). In return, the Company has agreed to
pay Mr. Whitehead a total of $50,000, of which $25,000 is due on September 28,
1999, and the remaining $25,000 must be paid by April 28, 2000. In addition, the
Company must fund a $40,000 work program by September 28, 1999, and an
additional $50,000 work program by April 28, 2000.
The Mining Claims are exploration property and do not have any proven
mineral reserves. Should mineral reserves be discovered on the property, it is
anticipated that the minerals would be predominately nickel-copper-cobalt
sulfides which would be removed from the raw ore and concentrated sulfides. A
facility to reduce these minerals to their primary elements could be constructed
on or near the property, or if the sulfides are of sufficient size, they could
shipped and sold.
The Company has not retained a geologist to explore the mining claims.
Management anticipates that Mr. Halterman, the Company's sole director, will
perform the exploration programs. See Item 5. Directors, Executive Officers,
Promoters and Control Persons for a description of Mr. Halterman's experience.
It is anticipated that Mr. Halterman will charge between $350 and $500 per day,
plus expenses. If Mr. Halterman does not perform the exploration, the Company
does not anticipate any difficulties in retaining a geologist, at similar rates.
Should economically feasible mineral deposits exist, the Company will require
additional capital and expertise to develop the property. This may include some
form of a joint venture. Furthermore, the Company is required to pay a 2.5%
royalty on the net smelter return to Mr. Whitehead.
To provide working capital and to finance the Agreement, the Company
conducted an initial private offering of 8,000,000 shares of Common Stock at
$0.0025 per share, pursuant to Rule 504 of Regulation D, promulgated under the
Act. The Company received gross proceeds of $20,000 from the initial private
offering. The Company conducted a second private offering of 50,000 shares of
Common Stock at $0.30 per share, pursuant to Rule 504 of Regulation D. The
Company received additional gross proceeds in the amount of $15,000.
Management believes the Company has sufficient working capital to fund the
Company's operations through September 1999. Management anticipates that an
additional offering of shares in the amount of $65,000 will be necessary to
provide sufficient operating capital and to fund the required work program.
Management believes that the additional offering should be completed prior to
September 28, 1999. If the initial work program produces a positive result, then
the Company will be required to raise an additional $75,000 by April 25, 2000.
Management believes that it may be necessary for the Company to conduct a third
offering of Common Stock to fund the continued exploration program and property
expense. If additional funding is not obtained, the Company will not be able to
begin or continue its exploration programs and may have to abandon its plans to
explore mining claims.
2
<PAGE>
Management believes the Company's target market is either refiners of
nickel-copper-cobalt sulfide or end users of the primary metals. There are many
individuals and companies which compete within this target market. Russia is the
largest producer of nickel followed closely by Canada. However, the nickel
market, similar to other primary metal markets, has declined significantly over
the last several years. Nickel prices are at a ten (10) year low and have been
predicted to stay near this level for the next several years. The long-term
outlook appears to be more positive. Companies within Japan and the United
States are in the process of creating electric vehicles which are powered by
nickel-metal hydride, nickel-cardmium, or sodium-nickel batteries. This might
increase the demand for nickel. Management believes that open markets and
trading exchanges would be used to sell and delivery the metals which are not
encumbered under contractual agreements.
The mineral industry has experienced from time to time shortages of
certain supplies and materials necessary in the exploration for and evaluation
of mineral deposits. The prices at which such supplies and materials are
available have also greatly increased. There is a possibility that planned
operations may be subject to such shortages and that further price escalations
will increase the costs to the Company. The Company might have to manufacture
its own mining and processing equipment.
There are also many individuals and companies which are engaged in the
mining business. Some of which are very large, established mining companies with
substantial capabilities and long earning records. The Company may be at a
competitive disadvantage in acquiring mining properties or in purchasing,
leasing, or obtaining mining equipment since it must compete with these
individuals and companies, most of which have greater financial resources and
larger technical staffs than the Company. There can be no assurance that the
Company will be successful in prospecting for or acquiring additional mining
claims or leases, or in arranging for their exploration or development.
Water is essential in all phases of the exploration and development of
mineral properties and the milling of any ore obtained as a result. It is used
in such processes as exploration drilling, leaching, placer mining, dredging,
testing, and hydraulic mining. The Company has not determined the availability
of water for any of the properties it has acquired, and it has not determined
the cost of compliance with any water quality restrictions. Furthermore, any
water that may be found will be subject to acquisition pursuant to state,
federal and foreign water law, and its use will be subject to regulation
pursuant to local, state, federal and foreign water quality standards. Both the
lack of available water and the cost of complying with water quality
restrictions may make an otherwise viable project economically impossible to
complete. If any properties which the Company acquires warrant development, such
determinations will be made while planning a development program. Management
does not expect any significant difficulties with respect to this matter.
Compliance with environmental quality requirements and reclamation laws
imposed by Canadian and United States governmental authorities may also
necessitate significant capital outlays, materially affect the Company's ability
to generate revenues, or cause material changes in the Company's intended
activities. Regulatory compliance will depend upon the stage of mining process.
The planning stage could require archeological and rare and endangered species
clearances. Should the Mining Claims contain economically feasible mineral
deposits, then an Environmental Base Line Survey, an Environmental Assessment,
and an Environmental Impact Statement could have to be created. This could also
include compliance the clean water and air regulations. Should the Company
engage commence mining, then the Company could have to comply with governmental
requirements relating to hazardous substance use and control, air emission
standards, waste water discharge, ambient noise levels, and employee safety. No
assurance can be given that environmental standards imposed by any governmental
authority will not be changed or become more stringent, thereby possibly
materially and adversely affecting the proposed activities of the Company. At
this time, the Company is not able to estimate the cost of compliance with all
applicable governmental regulations.
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 amended registration statement, the Company's sole focus is in
Canada. The Company has not generated any revenues since inception. For the
period from inception through June
3
<PAGE>
30, 1999, the Company recorded a net loss of $22,934, which included the
following costs and expenses: legal ($11,146); consulting ($5,573); and
accounting and audit ($2,733).
Working capital at June 30, 1999 was $7,173, as compared to $20,049 at
December 31, 1998. Management believes the Company has sufficient working
capital to fund the Company's operations through October 31, 1999.
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 in the amount of $65,000, which would be used to fund the
required $40,000 work program and provide sufficient working capital. Management
believes that the offering should be completed prior to September 28, 1999. 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. If the work program produces a positive result, then
the Company will be required to raise an additional $75,000 by April 25, 2000.
It may be necessary for the Company to conduct a third offering of Common Stock
within the next twelve (12) months to fund the exploration programs and property
expenses, or to provide the Company with working capital. If immediate funding
is not obtained, the Company will not be able to begin or continue its
exploration programs and may have to abandon its plans to explore mining claims.
The Company has a Federal net operating loss carryforward of approximately
$9,300, which will expire in the year 2012.
Since the Company's inception, Mr. Handford has spent approximately eighty
(80) hours on organizing documentation, property acquisitions and seeking
capital for the Company. The Company is currently occupying a minimal amount of
office space. Management believes that Mr. Handford's time and the minimal
amount of office space are immaterial to the financial position of the Company.
The above financial data was derived from the financial statements of the
Company as generated by the Company, and as audited by Stark Tinter &
Associates, LLC. See Item 13. Financial Statements.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company is currently using the office of its sole director, Mr. Leroy
Halterman, at 11930 Menaul Boulevard N.E., Suite 107, Albuquerque, New Mexico
87112, without charge.
Pursuant to a written report by Leonard Gal, M.Sc. P. Geo., which was
created on behalf of the Company and dated April 23, 1998, the Company received
the following recommendations and description of the Mining Claims:
"The Falcon 25-27 claim group is composed of three contiguous
claims covering 35 hectares, located 34 km east - northeast of
Winnipeg, Manitoba, Canada. These claims cover parts of the eastern
periphery of a large geophysical anomaly (magnetic and gravity),
presently being explored by ProAm Explorations Corporation in the
Selkirk area. Essentially the entire geophysical anomaly and the
surrounding ground has been staked by various parties. The
geophysical feature is thought to represent an ultramafic / mafic
complex in the Precambrian rocks underlying the Phanerozoic cover,
based on geophysical and limited drill hole data. The magnetic and
gravity responses of the anomaly bear many similarities to those of
the Sudbury basin in Ontario. The exploration target based on the
geophysical data, as well as limited core drilling into the
Precambrian basement, is magmatic copper nickel (+ cobalt) such as
at Sudbury, Thompson, Manitoba or Voisey's Bay, Labrador. Potential
for platinum group elements (PGE) and/or chromite similar to the
layered ultramafic complexes of Bushveld in South Africa or
Stillwater in Montana also exists. The Falcon 25-27 claims cover
the southern flank of a moderate positive magnetic anomaly, and are
approximately 10km east-southeast
4
<PAGE>
of a strong magnetic high feature that likely represents an
offshoot or satellitic node of the main geophysical feature at
Selkirk. The gravity data for the Falcon 25-27 claims is quite
uniform, although it is based on a 1950s government - produced map
with very few data points. It is considered that there is some
potential on the Falcon 25-27 claims to host magmatic Ni-Cu,
PGE-chromite or other deposits hosted by ultramafic - mafic
complexes below the Paleozoic cover rocks. In addition,
volcanogenic massive sulphide or iron formation hosted gold
deposits may occur within the greenstone belt that is thought to
form the basement rocks in the area. A program of existing data
compilation, to precede detailed airborne magnetic and ground
gravity surveys is recommended to outline initial targets. Follow
up work might include advanced ground geophysical methods, leading
to the refinement of initial targets that would then be tested by
drilling.
INTRODUCTION
This report summarizes the exploration and economic potential of
the Falcon 25-27 claims located near Beausejour, Manitoba, Canada.
Tiberon Resources Ltd. has acquired the Falcon 25-27 claims from
Mr. Carey Whitehead. The Falcon 25-27 claims cover parts of the
peripheral flank of a large scale (36km x 20km) elliptical gravity
anomaly, with a coincident fringing ring of magnetic highs. The
source of these anomalies is in the Precambrian basement rocks
underlying 100-200m of Phanerozoic cover. The main part of the
geophysical feature centered 29km to the west, is held by ProAm
Explorations Corporation, who are presently carrying out a drill
program. The exploration model cited by ProAm Explorations
Corporation is an ultramafic - mafic lopolithic intrusion within a
greenstone belt. This model fits the observed gravity, magnetic and
limited drill hole data. The exploration target is magmatic
Ni-Cu-Co deposits (Sudbury, Voisey's Bay), and/or chromite
-platinum group element deposits (Bushveld, Stillwater). The
greenstone belt has further potential to host VMS or iron formation
gold deposits. As well, there are indications of mineralization
within the Phanerozoic rocks in the area. The Falcon 25-27 claims
of Tiberon Resources Ltd. are positioned at the flanks of this
large anomaly, and cover magnetic features that are possibly
related to the large scale magnetic and gravity anomalies.
LOCATION AND ACCESS
The Falcon 25-27 claims are centered 25km southeast of Selkirk and
approximately 34 kilometers east-northeast of Winnipeg, Manitoba,
Canada. The town of Beausejour is close to the claims. The
proximity to smaller towns and the major city of Winnipeg assures
an excellent transportation and power infrastructure, and a
supplies and services base. Exploration can thus continue all year
round in a cost - effective manner. Winnipeg is the hub of rail
transport in central Canada, with connections to the U.S. are also
in place. The Falcon 25-27 claims are located within surveyed
prairie lands. North-south and east-west aligned section roads, 1
mile apart, afford road access to virtually all parts of the
claims. The location of the Falcon 25-27 claims is presented in
Figure 1.
PROPERTY DESCRIPTION
The Falcon 25-27 claim group comprises 3 claims with a total area
of 35 ha. The Falcon claims were staked by Mr. Carey Whitehead, and
were subsequently acquired by Tiberon Resources Ltd. The terms of
the acquisition are beyond the scope of this report. On April 22,
1998 a check with the Manitoba Department of Mines showed that the
registered holder of the claims was Mr. Carey Whitehead. The claims
are "map staked" through application to the Manitoba Government.
The claim units are based on the survey system of sections,
townships and ranges. Each claim unit or section covers one square
mile (259 ha). However, the actual mineral title granted by the
government in each section is generally less than the full section,
as title is held in many cases by private landowners. In some
instances, only a "road allowance" of 80 feet (24m) surrounding the
section roads on all sides of the section is granted. The table
below outlines the area of granted mineral title
5
<PAGE>
on each claim, as well as the location and expiry date of each
claim. The claims are in good standing for two years (plus 60 days)
beyond the recording date.
CLAIM NAME LICENCE # SIZE NTS SHEET EXPIRY DATE
(HA)
Falcon #25 SV8821 15 621-01SW Dec 28, 1999
621-02SE
Falcon #26 SV8820 10 621-02SE Dec 28, 1999
Falcon #27 SV8819 10 621-02SE Dec 28, 1999
CONCLUSIONS
The Falcon 25-27 claims are located near the eastern margin of a
large-scale geophysical feature currently being explored by ProAm
Explorations Corporation. The elliptical gravity high, and ring
like fringing magnetic highs surrounding a central elliptical low,
bear many similarities to the Sudbury basin. Geophysical modeling
and limited drill hole information suggests that the geophysical
anomaly is the result of an ultramafic - mafic lopolith complex
intruding a greenstone belt. The exploration target is magmatic Ni
- Cu - Co, PGE, or chromite deposits. There is also potential,
indicated by drill hole data, that the surrounding greenstone belt
may host VMS, iron formation gold or other deposits. Finally, there
are local indications of mineralization within the Paleozoic cover
rocks. The Falcon 25-27 claims are in close proximity to the
geophysical feature. Some interesting magnetic anomalies are
present adjacent to the Falcon 25-27 claims including a satellitic
high possibly related to the main geophysical feature. Such highs
could represent satellite bodies off the main anomaly, or outboard
extensions (or "offsets"), as are known in the Sudbury basin. A
comparison between the geophysical features of the Sudbury basin
and the main feature in the Selkirk area would suggest that the
Selkirk feature is about half the size. The larger Sudbury basin
hosts at least 39 deposits, past-producing and producing mines
within mafic - ultramafic intrusives, as well as several
polymetallic deposits in the central part of the basin. Seventeen
mines in the Sudbury basin collectively produced Cu and Ni valued
at 1.8 billion dollars (Cdn) in 1996. The Selkirk anomaly is
theorized to be related to the westward projection of a major
suture zone on the Canadian Shield that hosts several deposits and
ultramafic rocks where exposed. Limited drill hole data suggests
that a greenstone belt lies under the Paleozoic sediments in the
Selkirk area. This belt is unexplored, and the coupling with a
large geophysical feature that likely represents a major ultramafic
- mafic intrusive complex makes this an attractive area for
exploration.
RECOMMENDATIONS FOR EXPLORATION
A first phase exploration program is recommended to explore the
Falcon 25-27 claims for mineralization hosted in Precambrian
basement rocks. Potential for magmatic Ni-Cu-Co, or PGE -chromite
deposits exists. The Falcon 25-27 claims are near the flank of a
major geophysical feature that is thought to represent an
ultramafic-mafic lopolithic intrusion within a greenstone belt. The
main anomaly is being actively explored by ProAm Explorations
Corporation. Magnetic highs observed adjacent to the Falcon 25-27
claims are possibly related to the main geophysical feature, and
thus an ultramafic - mafic body could underlie the claims, beneath
the Paleozoic cover. Potential also exists in a greenstone belt to
host polymetallic VMS deposits, banded iron formation gold or other
precious metal deposits.
The recommended exploration program includes the compilation and
analysis of all existing geological and geophysical data. This
should be followed by a low level, detailed airborne magnetic
survey. Flight lines should be spaced at approximately 200m. A
detailed gravity survey should be performed by measurements at
ground stations on 1/4 to 1/2 mile centers. Airborne gravity
surveys
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are possible, but very expensive. Upon completion of the initial
geophysical surveys, first order targets may be followed up with
detailed ground geophysics. A variety of advanced deep searching
methods and modeling techniques may be used, with the consultation
of a geophysicist. Possibilities might include TEM or
magnetotelluric surveys. Analysis of airborne magnetic data and
gravity data, with or without ground survey follow up, could lead
to the establishment of drill targets. A second phase of core
drilling on these targets should then be initiated. Vertical holes
can be drilled through the Paleozoic and into the Precambrian
basement. Some cost savings might be gained if the Paleozoic rocks
are drilled by reverse circulation methods, with core drilling
reserved for the Precambrian rocks. Down hole geophysical methods
should be employed in each drill hole to gain additional
information.
Because the Falcon 25-27 claims cover a fairly small area, it is
recommended that the owners/operators approach other exploration
concerns operating in the area and on adjacent claims to pool their
resources in contracting for airborne surveys and gravity surveys.
Combining the surveys with neighboring properties would save on mob
- demob costs, analytical and modeling studies, as well as the
premiums paid on airborne surveys for short flight lines
COST ESTIMATE OF RECOMMENDED EXPLORATION PROGRAM
A possible exploration budget for Phase I (geophysics) and Phase II
(drilling) on the Falcon 25-27 claims is outlined below.
PHASE I (AIRBORNE MAGNETIC SURVEY, GROUND GRAVITY SURVEY)
AIRBORNE (FIXED WIRING) MAGNETIC SURVEY approximately 45 line km
(E-W orientation) at $14.75 per line km $ 664
Mob - demob 2,500
Data modeling, reproduction and presentation 2,500
GRAVITY SURVEY
21 stations at $200 per station, including
data processing, report, etc. 4,200
Geological, Geophysical consulting 3,500
Ground geophysical surveys (on recommendation of
geophysicist) 7,500
Contingencies, miscellaneous 3,000
-----
TOTAL PHASE I $23,864
=======
*Due to the relatively small size of the Falcon 25-27 Claims, it
would be practical and cost effective only if the airborne survey
were combined with neighboring properties. Pooling projects will
save mob-demob charges, data processing, as well as the
considerable premiums paid for short flight lines (flight lines
less than 10km are charged a premium). The costs involved in land
access negotiations with surface rights holders are also not
included in Phase I or II estimates, but once again, pooling
resources with neighboring operators is expected to reduce costs
and expedite exploration efforts.
PHASE II (DIAMOND DRILLING)
Reverse Circulation drilling through Phanerozoic, core drilling
(NQ) through Precambrian
Reverse Circulation: 200m at $60/m $12,000
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Core drilling: 250m at $90/m 22,500
Drill Mob-demob 2,500
Down hole geophysics (Pulse-EM) 2,000
Analytical charges 500
Geological consulting (drill supervision, core logging,
sampling) 3,500
Room, board 1,000
Rentals, travel, communications 2,500
Contingencies, miscellaneous 3,500
-------
TOTAL PHASE II (PER DRILL HOLE) $50,000
=======
The Phase II budget is no more than a general estimate of costs
that might be expected to be incurred. The number and depths of
drill holes can not be foreseen at this time. While reverse
circulation (RC) drilling is recommended as a cost saving measure
at this time, there are instances where it might be preferable to
core drill the entire hole. In fact, if aquifers are encountered
with flows of greater than 50-60 gallons per minute, RC drilling
will be ineffective and core drilling (with casing) will have to be
employed.
Drill holes have intersected aquifers in the Selkirk area, adding
to drill costs, and also presenting environmental difficulties
which had to be addressed to the satisfaction of government
authorities and local stakeholders. Likewise, analytical costs
(based on the number of samples taken) are only a broad estimate,
as the basement geology and any mineralization encountered are
largely unknown."
The Company has not retained a geologist to perform the exploration
programs. Management anticipates that Mr. Halterman, the Company's sole
director, will perform the exploration programs. Mr. Halterman's rates for such
work vary between $350 to $500 per day, plus expenses. If Mr. Halterman does not
perform the exploration programs, the Company does not anticipate any
difficulties in retaining a qualified geologist with comparable rates.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table provides certain information as to the officers and
directors individually and as a group, and the holders of more than 5% of the
Common Stock of the Company, as of January 20, 1999:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF OWNER NUMBER OF SHARES PERCENT OF
OWNED CLASS (1) <F1>
<S> <C> <C> <C>
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Lillian de Leveaux 700,000 8.69%
Abney Trading S A Director and Sole
94 Dowdeswell Street Shareholder
P.O. Box N-31114
Nassau, Bahamas
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Sheila Andrews 700,000 8.69%
Blue Cotil
Samares Inner Road
St. Clement, Jersey, C. I.
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Madeline Gray 700,000 8.69%
Aurora Marketing Limited Director and Sole
P.O. Box N-10741 Shareholder
Oakes Field
Nassau, Bahamas
- --------------------------------------------- --------------------------------- ---------------------- -----------------
8
<PAGE>
<CAPTION>
NAME AND ADDRESS OF OWNER NUMBER OF SHARES PERCENT OF
OWNED CLASS (1)
- --------------------------------------------- --------------------------------- ---------------------- -----------------
<S> <C> <C> <C>
Isaac Collie 600,000 7.45%
Breadstone Investments Ltd Director and Sole
21 East Drive, Garston Shareholder
Watford, Herts, WD2 6AH
United Kingdom
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Shelly Johnson 700,000 8.69%
But Sup But International Director and Sole
P.O. Box N-7521 Shareholder
Suite 61 Grosvenor Close
Shirely Street
Nassau, Bahamas
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Cede & Co. 600,000 7.45%
Box 20 Bowling Green Station
New York, New York 10004
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Ian Fox 700,000 8.69%
Derb Engineering Director and Sole
#700-1190 Melville Street Shareholder
Vancouver, B.C. V6E 3W1
Canada
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Phyllis Grant 700,000 8.69%
#103-1140 Castle Crescent
Pot Coquitlam, B.C.
Canda
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Janeen Curtis 700,000 8.69%
Liberty Holdings Limited Director and Sole
#13 St. Thomas Road Shareholder
P.O. Box N-7964
Nassau, Bahamas
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Ruth Pearce 700,000 8.69%
25 Steyne Street
Bognor Regis
Sussex, United Kingdom POS 1TJ
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Andres Robinson 500,000 6.21%
22 Le Bernage, Longueville
St. Thomas, Jersey, C.I.
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Leroy Halterman
Tiberson Resources Ltd. Sole Director 0 -
11930 Menaul Blvd. N.E. # 107
Albuquerque, New Mexico 87112
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Reg Handford
Tiberon Resources Ltd. President, Secretary and 0 -
11930 Menaul Blvd. N.E., # 107 Treasurer
Albuquerque, New Mexico 87112
- --------------------------------------------- --------------------------------- ---------------------- -----------------
Officers and Directors as a group 0 -
(2 persons)
- --------------------------------------------- --------------------------------- ---------------------- -----------------
<FN>
<F1>
(1) This table is based on 8,050,000 shares of Common Stock outstanding on
January 20, 1999. Where the persons listed on this table have the right to
obtain additional shares of common stock within 60 days from January 20, 1999,
</FN>
</TABLE>
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<PAGE>
these additional shares are deemed to be outstanding for the purpose of
computing the percentage of class owned by such persons, but are not deemed to
be outstanding for the purpose of computing the percentage of any other person.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The officers and directors of the Company are as follows:
NAME AGE POSITION
Leroy Halterman 52 Sole Director
Reg Handford 52 President, Secretary and Treasurer
The term of office of each director of the Company ends at the next annual
meeting of the Company's stockholders or when the director's successor is
elected and qualified. No date for the next annual meeting of stockholders is
specified in the Company's Bylaws, nor has a meeting been fixed by the Board of
Directors. The term of office of each officer of the Company ends at the next
annual meeting of the Company's Board of Directors, which is expected to take
place immediately after the next annual meeting of stockholders, or when such
officer's successor is elected and qualified.
LEROY HALTERMAN, DIRECTOR. Mr. Halterman has been a certified professional
geologist for 21 years. In 1968, Mr. Halterman graduated from the Missouri
School of Mines, Rolla, with a Bachelor of Science degree in Geology. Mr.
Halterman performed additional work at the University of New Mexico from
1969-70, focusing on hydrology and submarine geology. However, Mr. Halterman did
not receive a graduate degree. Since 1985 , Mr. Halterman has been a consulting
geologist for MinSearch, Inc., located in Albuquerque, New Mexico ("MinSearch").
Mr. Halterman's responsibilities at MinSearch included the evaluation of mineral
and petroleum deposits, and ac-cumulations in various geological environments.
Mr. Halterman's evaluations included all phases of the projects from generation
through exploration, reserve estimating, testing, and mine planning. He has
similar experience in petroleum, including prospect generation and exploration,
as well as all phases of well completion and production. His production
specialties include computerized reserve estimation (both volumetic and
decline), production records, and production and transport agreements for both
oil and gas. Mr. Halterman is also the president, director, and a principal
shareholder of Consolidated North American Resources, a private company in the
oil and gas industry, and is the sole officer and director of Rimpac Resources
Ltd., a Nevada corporation engaged in mineral exploration activities.
In addition to consulting, Mr. Halterman has emphasized in natural
resource appraisals, and damage calculations, both of which included
environmental evaluations and site assessments. Environmental problems and
potential problems encompassed in these type of assessments included hazardous
material and chemicals located in abandoned dumps, mills, mines and other
structures, ground and surface water contamination and pathways, underground
storage tanks, and above ground storage tanks, kinetic and structural hazards,
unstable surfaces, induced erosion problems, and explosives. Within the past six
years, Mr. Halterman perfomed a total of 20 natural resource evaluations and
appraisals according to Uniform Appraisal Standards for Federal Land
Acquisitions for such clients as the United States Park Service, the United
States Department of Justice, the Nature Conservatory, Wellington Financial, and
Maximum Resources.
From 1983 to 1985, Mr. Halterman was the Vice President of Exploration for
Goldsill Mining and Milling, Inc., a corporation located in Denver, Colorado.
Mr. Halterman was responsible for coordination, evaluation, acquisition, and
management of the company's exploration programs and budgets for both precious
metals and petroleum. The company focused its precious metals efforts in
Saskatchewan, Canada, and in Arizona, Montana and Nevada. Prior to becoming the
Vice President, Mr. Halterman was responsible for a district office engaged in
the exploration and acquisition of commercial uranium deposits. He was
thereafter promoted to Minerals Manager, and was responsible for overseeing the
company's precious metals programs and budgets in the Western United States and
locations in Canada. Mr. Halterman began working with Goldsill Mining and
Milling, Inc. in 1979.
10
<PAGE>
From 1975 to 1979, Mr. Halterman was the Senior Exploration Geologist for
Philips Petroleum Corporation. He was responsible for generating, recommending,
acquiring, and administering uranium prospects in New Mexico, Arizona, Colorado,
Utah, Nevada, California and Texas. From 1968 to 1975, Mr. Halterman was a
Geologist for Gulf Oil Corporation. His duties included geologic evaluation of
uranium, coal base and precious metal prospects.
Mr. Halterman is a member of the American Association of Petroleum
Geologists and the Society for Mining, Metallurgy and Exploration.
REG HANDFORD, PRESIDENT, SECRETARY AND TREASURER. Mr. Handford has been a
self-employed management consultant for junior development companies since
October 1991. Mr. Handford assists these companies with financial consulting,
and has supervised of a team of programmers writing bingo software to run under
Windows(TM) NT. Since August 1998, he has been the sole officer and director of
Minas Novas Gold Corp., a development stage mining company located in Vancouver,
British Columbia. From June 1975 to October 1991, Mr. Handford was a salesman
for Cararim Investment Corp., located in Vancouver, British Columbia
("Cararim"). Mr. Handford worked as a financial advisor for Cararim.
In 1966, Mr. Handford graduated from the University of British Columbia,
with an undergraduate degree in mathematics. Mr. Handford received a masters
degree in mathematics from the Simon Fraser University in 1971.
Mr. Halterman and Mr. Handford may be deemed to be the "promoters" and
"parents" of the Company within the meaning of the Rules and Regulations
promulgated under the Act.
ITEM 6. EXECUTIVE COMPENSATION.
Mr. Halterman and Mr. Handford are serving without any compensation. If
the Company completes its funding and begins the exploration program, it is
anticipated that executive officers will be compensated by the Company.
Likewise, should Mr. Halterman perform the exploration programs, he could
receive between $350 and $500 per day, plus expenses. The following table sets
forth information for the sole officer of the Company, Mr. Handford:
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-----------------------------------------------------------------------------
OTHER RESTRICTED
NAME AND ANNUAL STOCK OP- LTIP ALL OTHER
PRINCIPAL COMPEN- AWARD(S) TIONS/SAR PAYOUTS COMPEN-
POSITION YEAR SALARY BONUS SATION ($) ($) S ($) ($) SATION ($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Reg 1998 -0- -0- -0- -0- -0- -0- -0-
Handford,
President
</TABLE>
There are no employment agreements with the executive officer of the
Company. The Company does not pay compensation to its director, nor does the
Company compensate its director for attendance at meetings. The Company does
reimburse the director for reasonable expenses incurred during the course of his
performance. The Company does not offer stock options or similar incentive
compensation to its officer or director. The Company anticipates that some form
of incentive based compensation may be offered in the future.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The acquisition of the Mining Claims from Mr. Whitehead was an
arm's-length transaction with a non-affiliated third party.
11
<PAGE>
Mr. Halterman may perform the Company's exploration programs, for which it
is anticipated that he would receive compensation. Mr. Halterman's rates for
such work vary between $350 to $500 per day, plus expenses.
ITEM 8. LEGAL PROCEEDINGS.
None.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock is not traded on a registered securities
exchange, on NASDAQ, nor on the OTC Bulletin Board. The Company's Common Stock
is quoted on the "pink sheets", and was first listed on February 17, 1999. As of
the date of this registration statement, there has been no reported trading of
the Company's Common Stock. As of April 18, 1999 there were 31 record holders of
the Company's Common Stock. Since the Company's inception, no cash dividends
have been declared on the Company's Common Stock.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
Since the Company's inception, it has sold shares of Common Stock which
were not registered under the Securities Act of 1933, as amended.
On April 11, 1998, the Company sold 8,000,000 shares of Common Stock at a
price of $0.0025 per share in a private offering pursuant to Sections 3(b) and
4(2) of the Securities Act of 1933, as amended, and Rule 504 of the Regulation D
promulgated thereunder.
On August 28, 1998, the Company sold 50,000 shares of Common Stock at a
price of $0.30 per share in a second private offering pursuant to Sections 3(b)
and 4(2) of the Securities Act of 1933, as amended, and Rule 504 of the
Regulation D promulgated thereunder.
No underwriting discounts or commissions were paid in either offering in
that such transactions did not involve any public offering.
ITEM 11. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, each with $0.001 par value per share, and 5,000,000 shares of
Preferred Stock, each with $.001 par value per share.
COMMON STOCK
Each share of Common Stock has one vote with respect to all matters voted
upon by the shareholders. The shares of Common Stock do not have cumulative
voting rights.
Holders of Common Stock are entitled to receive dividends, when and if
declared by the Board of Directors, out of funds of the Company legally
available therefor. The Company has never declared a dividend on its Common
Stock and has no present intention of declaring any dividends in the future.
Holders of Common Stock do not have any preemptive rights or other rights
to subscribe for additional shares, or any conversion rights. Upon a
liquidation, dissolution, or winding up of the affairs of the Company, holders
of the Common Stock will be entitled to share ratably in the assets available
for distribution to such stockholders after the payment of all liabilities.
The outstanding shares of the Common Stock of the Company are fully paid
and non-assessable.
12
<PAGE>
The registrar and transfer agent for the Company's Common Stock is
American Securities Transfer & Trust, Inc., 12309 W. Alameda Parkway, Suite Z-2,
Lakewood, Colorado 80228.
PREFERRED STOCK
The Articles of Incorporation permit the Board of Directors, without
further shareholder authorization, to issue Preferred Stock in one or more
series and to fix the price and the terms and provisions of each series,
including dividend rights and preferences, conversion rights, voting rights,
redemption rights, and rights on liquidation, including preferences over the
Common Stock, all of which could adversely affect the rights of the holders of
the Common Stock. The Board of Directors has not issued nor established a series
of Preferred Stock.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the General Corporation Law of Nevada and Article X of
the Company's Articles of Incorporation permit the Company to indemnify its
officers and directors and certain other persons against expenses in defense of
a suit to which they are parties by reason of such office, so long as the
persons conducted themselves in good faith and the persons reasonably believed
that their conduct was in the Company's best interests or not opposed to the
Company's best interests, and with respect to any criminal action or proceeding,
had no reasonable cause to believe their conduct was unlawful. Indemnification
is not permitted in connection with a proceeding by or in the right of the
corporation in which the officer or director was adjudged liable to the
corporation or in connection with any other proceeding charging that the officer
or director derived an improper personal benefit, whether or not involving
action in an official capacity.
ITEM 13. FINANCIAL STATEMENTS.
13
<PAGE>
TIBERON RESOURCES LTD.
FINANCIAL STATEMENTS
(Expressed in US dollars)
SIX MONTH PERIOD ENDED
JUNE 30, 1999
(Unaudited - Prepared by Management)
14
<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
====================================================================== ==================== ====================
<CAPTION>
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.
15
<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.
16
<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.
17
<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.
18
<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.
19
<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. 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.
20
<PAGE>
Tiberon Resources Ltd.
As of December 31, 1998, and
for the Period April 10, 1998
(date of inception)
to December 31, 1998
21
<PAGE>
Tiberon Resources Ltd.
Table of Contents
PAGE
----
Report of Independent Auditors 1
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-7
22
<PAGE>
[Letterhead of Stark Tinter & Associates, LLC.]
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Tiberon Resources Ltd.
Albuquerque, NM
We have audited the accompanying balance sheet of Tiberon Resources Ltd. as of
December 31, 1998, and the related statements of operations, stockholders'
equity, and cash flows for the period from April 10, 1998 (date of inception) to
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tiberon Resources Ltd. as of
December 31, 1998, and the results of its operations, and its cash flows for the
period from April 10, 1998 (date of inception) to December 31, 1998, in
conformity with generally accepted accounting principles.
/S/STARK TINTER & ASSOCIATES, LLC
Stark Tinter & Associates, LLC
Englewood, Colorado
February 24, 1999
23
<PAGE>
<TABLE>
Tiberon Resources Ltd
Balance Sheet
December 31, 1998
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 19,292
Prepaid expenses 757
---------------------
Total current assets 20,049
Organizational costs, net of
accumulated amortization of $180 1,018
---------------------
1,018
$ 21,067
=====================
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Commitments and contingencies (Note 3) $ -
Stockholders' equity (Notes 2 and 4):
Preferred stock, $0.01 par value,
1,000,000 shares authorized, none outstanding $ 0.00
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 (9,938)
---------------------
21,067
---------------------
$ 21,067
=====================
</TABLE>
24
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
Tiberon Resources Ltd.
Statement of Operations
For the Period April 10, 1998 to December 31, 1998
<S> <C>
Revenue $ -
Costs and expenses:
Legal 3,988
Consulting 3,273
Accounting 1,000
General and administrative 297
Amortization 180
Loss on foreign currency transactions 1,200
---------------------
Net loss $ (9,938)
=====================
Per share information:
Weighted average number
of common shares outstanding - basic 5,091,887
=====================
Net loss per common share - basic NILL
=====================
</TABLE>
25
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
Tiberon Resources Ltd.
Statement of Stockholder' Equity
For the Period April 10, 1998 through December 31, 1998
<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 (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 period 0 0 (9,938) (9,938)
--------------------------------------------------------------------------------
8,050,000 $ 8,050 $ 22,955 $ (9,938) $ 21,067
================================================================================
</TABLE>
26
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
Tiberon Resources Ltd.
Statement of Cash Flows
For the Period April 10, 1998 to December 31, 1998
<S> <C>
Cash flows from operating activities:
Net loss $ (9,938)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization 180
(Increase) in prepaid expenses (757)
Net cash used in operating activities (10,515)
------------------------
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 in cash 19,292
Beginning cash -
Ending cash $ 19,292
========================
</TABLE>
27
The accompanying notes are an integral part of the financial statements.
<PAGE>
Tiberon Resources Ltd.
Notes to Financial Statements (Continued)
For the Period April 10, 1998 to AugustDecember 31, 1998
Note 1. 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 3). 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.
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 transactions.
The Company's functional currency is the U.S. Dollar, however the cash is held
in a Canadian bank account. Therefore, foreign currency transactions resulted in
an aggregate exchange loss of $1,200 for the period.
28
<PAGE>
Tiberon Resources Ltd.
Notes to Financial Statements (Continued)
For the Period April 10, 1998 to AugustDecember 31, 1998
Note 2. STOCKHOLDERS' EQUITY
During the period, 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 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 $50,000 of which $25,000 is due on April
28, 1999, and $25,000 is due on April 28, 2000.
The agreement also requires the Company to fund a $40,000 work program by April
28, 1999, and an additional $50,000 work program by April 28, 2000.
Note 4. RELATED PARTY TRANSACTIONS
During the period from April 10, 1998 to December 31, 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 5. INCOME TAXES
The Company has a Federal net operating loss carryforward of approximately
$9,300, which will expire in the year 2012. The tax benefit of this net
operating loss of approximately $1,860 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.
29
<PAGE>
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCING DISCLOSURE.
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(A) BALANCE SHEET FOR SIX MONTH PERIOD ENDING JUNE 30, 1998
STATEMENT OF OPERATIONS AND DEFICIT FOR SIX MONTH PERIOD ENDING JUNE 30,
1999
STATEMENT OF STOCKHOLDER'S EQUITY FOR SIX MONTH PERIOD ENDING JUNE 30,
1999
STATEMENT OF CASH FLOWS FOR SIX MONTH PERIOD ENDING JUNE 30, 1999
NOTES TO FINANCIAL STATEMENTS FOR SIX MONTH PERIOD ENDING JUNE 30, 1999
(B) BALANCE SHEET DATED DECEMBER 31, 1998
STATEMENT OF OPERATIONS FOR THE PERIOD FROM APRIL 10, 1998 TO DECEMBER 31,
1998
STATEMENT OF STOCKHOLDER EQUITY FOR THE PERIOD FROM APRIL 10, 1998 TO
DECEMBER 31, 1998
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM APRIL 10, 1998 TO DECEMBER 31,
1998
NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 10, 1998 TO
DECEMBER 31, 1998
(C) INDEX TO EXHIBITS
<TABLE>
<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 N/A
dated April 28, 1998 N/A 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 32
- ---------------------------
<FN>
<F1>
(1) Incorporated by reference to the exhibits filed with the Registration
Statement on Form 10-SB, File No. 0-25825.
</FN>
</TABLE>
30
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
TIBERON RESOURCES LTD.
Date: August 24, 1999 By: /S/REG HANDFORD
----------------------------
Reg Handford, President
31
<PAGE>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
32
<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 14 THROUGH 20 OF THE COMPANY'S FORM 10-SB/A AMENDMENT NO. 1, 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>
