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, 2000
[ ] TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to __________________
Commission file number: 0-25825
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, $.001 PAR VALUE, AS OF AUGUST 10, 2000
Transitional Small Business Disclosure Format (check one); Yes No X
Exhibit index on page 9 Page 1 of 12 pages
<PAGE>
PART I - FINANCIAL INFORMATION
(Insert Financial Statements)
Tiberon Resources Ltd.
Balance Sheet
(unaudited)
<TABLE>
<CAPTION>
June 30,
2000
--------
ASSETS
<S> <C>
Current assets:
Cash $ 1,497
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilites:
Accounts payable $ 9,912
Loan payable 4,010
Related party payable 4,620
--------
18,542
Stockholders' (deficit):
Preferred stock, $0.01 par value,
1,000,000 undesignated shares authorized
none issued -
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 (48,050)
--------
Total stockholders' (deficit) (17,045)
--------
$ 1,497
========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
Tiberon Resources Ltd.
Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
April 10, 1998
Three months Three months Six months Six months (inception)
ended ended ended ended Through
June 30, 1999 June 30, 2000 June 30, 1999 June 30, 2000 June 30, 2000
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Revenue $ - $ - $ - $ - $ -
--------- -------- --------- --------- ---------
Costs and expenses:
General and administrative 6,401 5,872 13,470 13,098 46,127
Amortization 60 - 120 - 1,198
--------- -------- --------- --------- ---------
(Loss) from operations (6,461) (5,872) (13,590) (13,098) (47,325)
Other income (expense):
Foreign currency
transaction gain (loss) 349 - 594 (9) (725)
--------- -------- --------- --------- ---------
349 - 594 (9) (725)
--------- -------- --------- --------- ---------
Net (loss) $ (6,112) $(5,872) $(12,996) $(13,107) $(48,050)
========= ======== ========= ========= =========
Per share information:
Weighted average number
of common shares outstanding
- basic and diluted 8,050,000 8,050,000 8,050,000 8,050,000 7,075,677
========= ========= ========= ========= =========
Net (loss) per common share
- basic and diluted $(0.00) $(0.00) $(0.00) $(0.00) $(0.01)
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
Tiberon Resources Ltd.
Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
April 10, 1998
Six months Six months (inception)
ended ended Through
June 30,1999 June 30, 2000 June 30, 2000
------------ ------------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $(12,996) $(13,107) $(48,050)
Adjustments to reconcile net (loss) to net
cash (used in) operating activities:
Amortization 120 - 1,198
Decrease in prepaid expenses 757 - -
Increase in accounts payable 1,390 8,755 9,912
--------- --------- ---------
Net cash (used in) operating activities (10,729) (4,352) (36,940)
--------- --------- ---------
Cash flows from investing activities:
Organization costs - - (1,198)
--------- --------- ---------
Net cash (used in) investing activities - - (1,198)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from loan - - 4,010
Proceeds from loan from related party - 4,620 4,620
Proceeds from stock sales, net of
issuance costs - - 26,005
Proceeds from advances - - 5,000
--------- --------- ---------
Net cash provided by financing activities - 4,620 39,635
--------- --------- ---------
Net increase (decrease) in cash (10,729) 268 1,497
Beginning cash 19,292 1,229 -
--------- --------- ---------
Ending cash $ 8,563 $ 1,497 $ 1,497
========= ========= =========
Supplemental cash flow information:
Cash paid for: interest - - -
income taxes - - -
Non-cash investing and financing activities:
Issuance of common stock as repayment of advances $ - $ - $ 5,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Tiberon Resources, Ltd.
Notes to Financial Statements
(Unaudited)
Note 1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. They do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, considered necessary for a fair presentation, have been
included in the accompanying unaudited financial statements. Operating results
for the periods presented are not necessarily indicative of the results that may
be expected for the full year. For further information, refer to the financial
statements and notes thereto, included in the Company's Form 10-KSB for the year
ended December 31, 1999.
Note 2. RELATED PARTY TRANSACTION
During the six months ended, June 30, 2000, the Company received small loans
totaling $4,620 from a related party. The loans have no specific terms of
repayment or interest.
Note 3. AGREEMENT
On May 11, 2000, the Company entered into a Share Exchange Agreement with an
unrelated corporation. Pursuant to the Share Exchange Agreement, the Company has
the right to acquire the unrelated corporation by exchanging 76,169 shares of
the Company's common stock for each issued and outstanding share of the
unrelated corporation's common stock. The unrelated corporation has a total of
110 issued and outstanding shares of common stock. If the acquisition is
completed, the shareholders of an unrelated corporation would collectively own
approximately 51% or more of the then outstanding shares of common stock of the
Company. The Company is not required to close on the Share Exchange Agreement.
Pursuant to the Share Exchange Agreement, the Company has the right, for any
reason, in its sole discretion, at any time prior to closing, to give written
notice of termination, thereby releasing it from any obligation or further
liabilities under the Share Exchange Agreement.
5
<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, with its sole
focus in Canada. Management believes that diversifying the Company's business
would enhance the Company's stability and lessen its concentration of risks. In
furtherance of this objective, the Company is in the process of changing its
name to ePromo.com, and on May 11, 2000, the Company entered into a Share
Exchange Agreement with CD Promo, Ltd. CD Promo, Ltd. is a corporation organized
under the laws of England that intends to produce compact disks (CDs) to be used
as multi-media marketing configurations for a variety of businesses. CD Promo,
Ltd. also owns and holds the rights to a significant number of registered domain
names for use on the Internet.
Pursuant to the Share Exchange Agreement, the Company has the right to
acquire CD Promo, Ltd. by exchanging 76,169 shares of the Company's Common Stock
for each issued and outstanding share of Common Stock of CD Promo, Ltd. CD
Promo, Ltd. has a total of 110 issued and outstanding shares of Common Stock. If
the acquisition is completed, shareholders of CD Promo, Ltd. will own 8,378,590
shares or approximately 51% of the shares then outstanding. The management and
shareholders of CD Promo, Ltd. are not affiliated with the Company.
The Company is currently conducting its due diligence of CD Promo,
Ltd., and has received the United States GAAP audited financial statements of CD
Promo, Ltd. for the period ended December 31, 1999. Closing is scheduled to
occur on or before August 27, 2000. The Company is not required to close on the
acquisition. The Company has the right, for any reason, in its sole discretion,
at any time prior to closing, to give written notice of termination to CD Promo,
Ltd. and the Company will be released from any obligation or further liabilities
under the Share Exchange Agreement.
Despite a working capital deficiency of $17,045 at June 30, 2000,
management believes that it will have sufficient working capital to fund the
Company's operations by means of additional borrowings from related parties
and/or through an offering of Common Stock. The Company still has an interest in
a mineral property and a $40,000 work program requirement with respect to that
mineral property. If the acquisition of CD Promo, Ltd. is completed, new
management will be in control of the Company and such new management will likely
reevaluate the Company's plans with respect to the mineral property. The
business of CD Promo, Ltd. will require working capital, and management
anticipates that in addition to a possible offering of Common Stock, additional
financing may be obtained through long- or short-term loans, or through a joint
venture or strategic alliance. There can be no assurance that the Company will
be able to obtain additional funding, or obtain additional funding with terms
favorable to the Company. The failure to obtain additional financing could
result in delay or indefinite postponement of the Company's activities, and a
complete loss of its investment.
Since inception, the Company has not generated any revenue. For the six
months ended June 30, 2000, the Company recorded a net loss of $13,107, as
compared to a net loss of $12,996 for the corresponding period of the last
fiscal year.
6
<PAGE>
For the six months ended June 30, 2000, cash flow from operations
reflect a net cash used in operating activities of $4,352, which was offset by
$4,620 of cash loaned by a related party. Since the Company currently has no
significant source of revenue, the Company's working capital will be depleted by
operating expenses and the Company will be dependent upon external sources of
cash.
From inception through June 30, 2000, the Company has incurred a net
loss of $48,050. At June 30, 2000, its working capital deficiency was $17,045.
The Company's ability to continue as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its obligations on a timely
basis, to identify and develop legitimate mineral reserves, to efficiently and
successfully implement and develop the business of CD Promo, Ltd., to obtain
additional financing or refinancing as may be required, and ultimately to attain
profitability. There are no assurances that the Company will be able to identify
legitimate mineral reserves, successfully implement and develop the business of
CD Promo, Ltd., or obtain any additional financing. The inability to obtain
additional financing when needed will have a material adverse effect on the
Company's operating results.
7
<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
On May 11, 2000, the Company entered into a Share Exchange Agreement
with CD Promo, Ltd., a corporation organized under the laws of England.
CD Promo, Ltd. is a company that intends to produce compact disks (CDs)
to be used as multi-media marketing configurations for a variety of
businesses. CD Promo, Ltd. also owns and holds the rights to a
significant number of registered domain names for use on the Internet.
Pursuant to the Share Exchange Agreement, the Company has the right to
acquire CD Promo Ltd. by exchanging 76,169 shares of the Company's
Common Stock for each issued and outstanding share of Common Stock of
CD Promo, Ltd. CD Promo, Ltd. has a total of 110 issued and outstanding
shares of Common Stock. The management and shareholders of CD Promo,
Ltd. are not affiliated with the Company. The shareholders of CD Promo,
Ltd. are Darren Everitt, Karl Heimer Karlsson, David Beasely, John
Stephens, Arnar Gunnlaugsson, and Domain Decision Ltd.
If the acquisition is completed, the shareholders of CD Promo, Ltd.
would collectively own approximately 51% or more of the then
outstanding shares of Common Stock of the Company, the shareholders of
CD Promo, Ltd. would have complete control over the Company, and the
officers and directors of the Company would be replaced by the officers
and directors of CD Promo, Ltd. The Company is in the process of
changing its name to ePromo.com in contemplation of completing the
acquisition.
The Company is not required to close on the Share Exchange Agreement.
Closing is scheduled to take place on or before August 27, 2000.
Closing is contingent upon several events, including but not limited to
the Company's satisfactory due diligence of CD Promo,
8
<PAGE>
Ltd. Pursuant to the Share Exchange Agreement, the Company has the
right, for any reason, in its sole discretion, at any time prior to
closing, to give written notice of termination, thereby releasing it
from any obligation or further liabilities under the Share Exchange
Agreement.
The Company anticipates that it will file the audited financial
statements of CD Promo, Ltd. and combined pro forma financial
statements in a Form 8-K if the acquisition is completed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS
<TABLE>
<CAPTION>
REGULATION SEQUENTIAL
S-B NUMBER EXHIBIT PAGE NUMBER
<S> <C> <C>
3.1 Articles of Incorporation (1)<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>
10.2 Share Exchange Agreement between the Company and CD Promo, Ltd., N/A
dated May 11, 2000. (2)<F2>
27 Financial Data Schedule 11
----------------------------
<FN>
(1)<F1> Incorporated by reference to the exhibits filed with the Registration Statement on Form 10-SB, File No.
0-25825.
(2)<F2> Incorporated by reference to the exhibits filed on Form 10-QSB for the Period Ending March 31, 2000.
</FN>
</TABLE>
B) REPORTS ON FORM 8-K:
None.
9
<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 10, 2000 By: /S/ REG HANDFORD
--------------------------------------
Reg Handford, President
10
<PAGE>
Exhibit 27
Financial Data Schedule
11
<PAGE>
