UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended JUNE 30, 1999
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period from _______________ to _______________.
Commission file number 000-2631
NEWLANDS OIL & GAS INC.
Nevada 98-0197707
________________________________________ ________________________________
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
# 300 - 750 West Pender Street
Vancouver British Columbia Canada V6C 2T7
________________________________________ ______________
(Address of principal executive offices) (Zip Code)
(604) 689-1180
____________________
(Registrant's telephone number, including area code)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of September 22, 1999. 10,047,167
Transitional Small Business Disclosure Format Yes No X
-
<PAGE>
NEWLANDS OIL & GAS INC.
INDEX TO FORM 10-QSB
PART I PAGE
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 5
PART II
Item 1. Legal Proceedings 6
Item 2. Changes in Securities 6
Item 3. Defaults Upon Senior Securities 6
Item 4. Submission of Matters to a Vote of Securities Holders 6
Item 5. Other Information 6
Item 6. Exhibits and Reports on Form 8-K 6
SIGNATURE PAGE 7
<PAGE>
ii
PART I
FINANCIAL INFORMATION
The unaudited financial statements are attached hereto.
<PAGE>
NEWLANDS OIL & GAS INC.
(A Development Stage Company)
BALANCE SHEET
June 30, 1999 and December 31, 1998
(Stated in US Dollars)
(Unaudited - See Note 1)
----------------------
ASSETS
------
June 30, December 31,
1999 1998
---- ----
Current
Cash $ 16,086 $ 29,472
Deferred charge 45,000 45,000
Oil and gas property - Note 2 73,000 50,000
-------- --------
$ 134,086 $ 124,472
-------- --------
LIABILITIES
-----------
Current
Accounts payable $ 34,195 $ 3,680
Loans payable 17,200 -
-------- --------
51,395 3,680
-------- --------
STOCKHOLDERS' EQUITY
--------------------
Capital stock - Note 3 150,708 150,708
Deficit accumulated during the development stage (68,017) (29,916)
-------- --------
82,691 120,792
-------- --------
$ 134,086 $ 124,472
-------- --------
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NEWLANDS OIL & GAS INC.
(A Development Stage Company)
STATEMENT OF LOSS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
for the three month period and six month period ended June 30, 1999
and for the period June 17, 1998 (Date of Incorporation) to December 31, 1998
and June 17, 1998 (Date of Incorporation) to June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
----------------------
<TABLE>
<CAPTION>
June 17, 1998 June 17, 1998
Three months Six months (Date of (Date of
Ended ended Incorporation)to Incorporation) to
June 30, June 30, December 31, June 30,
1999 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Administrative Expenses
Accounting and audit fees $ 1,967 $ 2,467 $ 3,500 $ 5,967
Consulting fees 6,000 12,000 7,000 19,000
Interest and bank charges 95 223 39 262
Legal fees 14,262 20,343 13,958 34,301
Office and other 1,086 1,190 317 1,507
Travel - 669 571 1,240
Transfer agent fees 283 1,511 - 1,511
------- ------- ------- -------
Net loss before other 23,693 38,403 25,385 63,788
Other
Exploration and development
expenses - - 4,531 4,531
Interest income ( 135) ( 302) - ( 302)
Net loss for the period 23,558 38,101 29,916 68,017
------- ------- ------- -------
Deficit, beginning of the period 44,459 29,916 - -
Deficit, end of the period $ 68,017 $ 68,017 $ 29,916 $ 68,017
------- ------- ------- -------
Net loss per share $ 0.007 $ 0.007 $ 0.029
------- ------- -------
Weighted average number of
shares outstanding 10,047,167 10,047,167 1,020,017
---------- ---------- ---------
</TABLE>
<PAGE>
NEWLANDS OIL & GAS INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
for the three month period and six month period ended June 30, 1999
and for the period June 17, 1998 (Date of Incorporation) to December 31, 1998
and June 17, 1998 (Date of Incorporation) to June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
----------------------
<TABLE>
<CAPTION>
June 17, 1998 June 17, 1998
Three months Six months (Date of (Date of
Ended ended Incorporation)to Incorporation) to
June 30, June 30, December 31, June 30,
1999 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash Flows from Operating
Activities
Net loss for the period $(23,558) $(38,101) $(29,916) $(68,017)
Changes in non-cash working
capital balances related to
operations:
Accounts payable 20,268 30,515 3,680 34,195
Loans payable 17,200 17,200 17,200
------- ------- ------- -------
13,910 9,614 (26,236) (16,622)
------- ------- ------- -------
Cash Flows from Financing Activity
Issue of common shares - - 150,708 150,708
------- ------- ------- -------
Cash Flows used in Investing
Activities
Deferred charges - - (45,000) (45,000)
Oil and gas property - (23,000) (50,000) (73,000)
------- ------ ------ -------
- (23,000) (95,000) (118,000)
------- ------ ------ -------
Net increase (decrease) in cash
during the period 13,910 (13,386) 29,472 16,086
Cash, beginning of the period 2,176 29,472 - -
Cash, end of the period $ 16,086 $ 16,086 $ 29,472 $ 16,086
</TABLE>
<PAGE>
NEWLANDS OIL & GAS INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period June 17, 1998 (Date of Incorporation) to December 31, 1998
and for the six months ended June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
----------------------
<TABLE>
<CAPTION>
Deficit
Accumulated
(Note 3) Common Shares Additional During the
---------------------- Paid-in Development
# Par Value Capital Stage Total
------ --------- ------- ----- -----
<S> <C> <C> <C> <C> <C>
Shares issued pursuant to
offering memorandum 10,047,167 $ 10,047 $ 140,661 $ - $ 150,708
Net loss for the period - - - (29,916) (29,916)
---------- -------- --------- -------- ----------
Balance, as at
December 31, 1998 10,047,167 10,047 140,661 (29,916) 120,792
Net loss for the period - - - (38,101) (38,101)
---------- -------- --------- -------- ----------
Balance, as at June 30, 1999 10,047,167 $ 10,047 $ 140,661 $(68,017) $ 82,691
---------- -------- --------- -------- ----------
</TABLE>
<PAGE>
NEWLANDS OIL & GAS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1999
(Stated in U.S. dollars)
(Unaudited - See Note 1)
----------------------
Note 1 Interim Reporting
------------------
These financial statements have not been audited or reviewed and have been
prepared on a compilation basis only. Readers are cautioned that these
statements may not be appropriate for their purposes. While the information
presented in the accompanying interim six month financial statements is
unaudited, it includes all adjustments which are, in the opinion of management,
necessary to present fairly the financial position, results of operations and
cash flows for the interim periods presented. It is suggested that these
interim financial statements be read in conjunction with the company's December
31, 1998 annual financial statements.
Note 2 Oil and Gas Project Costs
-----------------------------
Pursuant to an exploration conveyance and assignment agreement with a related
company, the company may earn a 7% working interest in the Travis Oil and Gas
project for total estimated consideration of $73,000 (paid). The company is
required to pay 10% of the costs for each test well drilled. If its does not
pay it's portion within 15 days of a cash call, it will not have any right to
the test wells nor will it have any right to an interest in any proposed
development well for that prospect. The company can only participate in
development wells by contributing to an initial test well in the prospect area.
Note 3 Capital Stock
--------------
a) Authorized:
50,000,000 common shares, $0.001 par value
1,000,000 preferred shares, $0.01 par value
Additional
Par Paid-in
b) Issued: # Value Capital Total
------ ----- ------- -----
Common shares:
Pursuant to an offering
memorandum-at $0.015 10,047,167 $10,047 $140,661 $150,708
---------- ------ ------- -------
Balance, December 31, 1998
and June 30, 1999 10,047,167 $10,047 $140,661 $150,708
---------- ------ ------- -------
<PAGE>
Note 4 Uncertainty Due to the Year 2000 Issue
--------------------------------------------
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
the year 2000 date is processed. In addition, similar problems may arise in
some systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or
after January 1, 2000 and if not addressed, the impact on operations and
financial reporting may range from minor errors to significant system failure
which could affect an entity's ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year 2000 Issue
affecting the entity, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.
<PAGE>
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and notes thereto included herein.
During the six month period ended June 30, 1999, the management of the
company restructured its investment in the Travis Oil and Gas project. The
company has paid $73,000 for a 7% working interest in the project. The company
is required to pay 10% of the costs of each test well drilled. The company can
only participate in development wells by contributing to an initial test well in
the prospect area.
The company generated no revenues during the six month period ended June
30, 1999 and has recorded a net loss of $38,101. At December 31, 1998, the
company had a loss of $29,916 for the period June 17, 1998 to December 31, 1998.
All losses are due to administrative and other general start-up costs of this
company and exploration expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, the company had a net worth of $82,691 compared to a
net worth of $120,702 at December 31, 1998. This decrease is primarily due to
operating expenses of $38,101 for the six month period ended June 30, 1999.
There was a working capital deficit of $35,309 at June 30, 1999 compared to a
surplus of $25,792 at December 31, 1998.
STRATEGY, BUSINESS PLANS AND NEED FOR THE INFUSION OF CAPITAL
Additional capital is needed to cover overhead expenses as well as continue
the expected 1999/2000 exploration program. Various sources of financing,
including the issuance of debt and equity securities are being investigated.
<PAGE>
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
The Company issued 10,147,167 common shares on January 5, 1999. These
shares were purchased by directors and officers of the Company and close friends
and relatives of the directors and officers of the Company. The total proceeds
of the offering was $150,708 and all of the securities were sold for cash. The
offering described in this paragraph was accomplished under the exemption from
registration provided by Rule 504 of Regulation D promulgated under the
Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDER
NONE
ITEM 5 OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company filed a Form 8-K on September 14, 1999 relating to Item 5
therein regarding the completion of the initial well drilled on the Company's
Travis Project in Solano County, California.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the understanding, thereunto duly
authorized.
Date: September 22, 1999
NEWLANDS OIL & GAS INC.
By: /s/ _Allen Sewell___________________ Date:__September 23, 1999____
Allen Sewell/Principal Executive Officer
By: /s/ _Graeme Sewell__________________ Date:__September 23, 1999____
Graeme Sewell/Principal Financial Officer
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