UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2000
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission File Number 0-26341
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NEWLANDS OIL & GAS INC.
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(Exact name of Small Business Issuer as specified in its charter)
Nevada 98-0197707
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(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
#515- 3440 Wilshire Boulevard, Los Angeles, California, USA 90010
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(Address of principal executive offices)
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213-487-8000
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(Issuer's telephone number)
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#300 - 750 West Pender Street, Vancouver, British Columbia, Canada V6C 2T7
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(Former name, former address and former fiscal year if changed since last
report)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 12,547,167 shares of Common Stock as
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of September 30, 2000.
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Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
GENERAL
Newlands Oil & Gas Inc.'s (the "Company's") un-audited financial statements for
the nine months ended September 30, 2000 are included with this Form 10-QSB.
The un-audited financial statements for the nine months ended September 30, 2000
include:
(a) Consolidated Balance Sheets as of September 30, 2000 and December 31,
1999;
(b) Consolidated Statements of Loss and Deficit Accumulated During the
Exploration Stage - nine and three month periods ended September 30, 2000
and 1999 and for the period June 17, 1998 (Date of Incorporation) to
September 30, 2000;
(c) Consolidated Statements of Cash Flows - nine months ended September 30,
2000 and September 30, 1999 and for the period June 17, 1998 (Date of
Incorporation) to September 30, 2000;
(d) Consolidated Statements of Changes in Shareholders' Equity - for the period
June 17, 1998 (Date of Incorporation) to December 31, 1999 and for the nine
months ended September 30, 2000;
(e) Notes to Consolidated Financial Statements
The un-audited financial statements have been prepared in accordance with the
instructions to Form 10-QSB and Item 310 (b) of Regulation S-B and, therefore,
do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the nine months ended September 30, 2000 are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2000.
<PAGE>
NEWLANDS OIL & GAS INC.
(An Exploration Stage Company)
BALANCE SHEETS
September 30, 2000 and December 31, 1999
(Stated in US Dollars)
(Unaudited)
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ASSETS
------
September 30, December 31,
2000 1999
---- ----
Current
Cash $ 385 $ 4,409
Accounts receivable - 3,734
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385 8,143
Oil and gas property - Note 2 - 73,000
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$ 385 $ 81,143
=========== ==========
LIABILITIES
-----------
Current
Accounts payable $ 41,088 $ 120,431
Loans payable - 78,500
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41,088 198,931
STOCKHOLDERS' DEFICIENCY
------------------------
Capital stock - Notes 3 and 4 400,708 150,708
Deficit accumulated during the exploration stage (441,411) (268,496)
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(40,703) (117,788)
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$ 385 $ 81,143
=========== ==========
APPROVED BY THE DIRECTORS:
/s/ Douglas Yee , Director /s/ Negar Towfigh , Director
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SEE ACCOMPANYING NOTES
<PAGE>
NEWLANDS OIL & GAS INC.
(An Exploration Stage Company)
STATEMENTS OF LOSS AND DEFICIT
ACCUMULATED DURING THE EXPLORATION STAGE
for the nine and three month periods ended September 30, 2000 and 1999
and for the period June 17, 1998 (Date of Incorporation) to September 30, 2000
(Stated in US Dollars)
(Unaudited)
-----------
<TABLE>
<CAPTION>
Three months Nine months Three months Nine months (Date of
Ended Ended Ended Ended Incorporation) to
September 30, September 30, September 30, September 30, September 30,
2000 2000 1999 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Administrative expenses
Accounting and audit $ 1,872 $ 5,348 $ 1,525 $ 3,992 $ 18,145
Consulting fees 14,000 56,000 17,000 29,000 183,000
Filing fees 210 1,010 8,286 8,286 9,481
Interest and bank charges 86 333 207 430 850
Legal fees 4,074 10,185 5,547 25,890 50,370
Office 619 736 4,000 5,190 6,334
Rent 678 2,739 - - 6,896
Transfer agent 820 1,793 758 2,269 4,735
Travel - - - 669 1,240
----------- ------------ ----------- ----------- -----------
Net loss before other 22,359 78,144 37,323 75,726 281,051
Other
Exploration and development
expenses - 21,960 65,280 65,280 88,037
Write-off of oil and gas property - 73,000 - - 73,000
Interest income (33) (189) (129) (431) (677)
----------- ------------ ----------- ----------- -----------
Net loss for the period 22,326 172,915 102,474 140,575 441,411
Deficit, beginning of the period 419,085 268,496 68,017 29,916 -
----------- ------------ ----------- ----------- -----------
Deficit, end of the period $ 441,411 $ 441,411 $ 170,491 $ 170,491 $ 441,411
=========== ============ =========== =========== ===========
Net loss per share $ 0.002 $ 0.015 $ 0.010 $ 0.014
=========== ============ =========== ===========
Weighted average number
of shares outstanding 11,297,167 11,297,167 10,047,167 10,047,167
=========== ============ =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
NEWLANDS OIL & GAS INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
for the nine month periods ended September 30, 2000 and 1999
and for the period June 17, 1998 (Date of Incorporation) to September 30, 2000
(Stated in US Dollars)
(Unaudited)
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June 17, 1998
Nine months Nine months (Date of
ended ended Incorporation)
to
September 30, September 30, September 30,
2000 1999 2000
---- ---- ----
Cash Flows from (used in )
Operating Activities
Net loss for the period $ (172,915) $ (140,575) $ (441,411)
Less: item not involving
cash:
Write-off of oil and
gas property 73,000 - 73,000
Changes in non-cash
working capital
balances related
to operations
Accounts receivable 3,734 - -
Accounts payable (79,343) 60,865 41,088
Loans payable (78,500) 78,500 -
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(254,024) (1,210) (327,323)
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Cash Flows from
Financing Activity
Issue of common shares 250,000 - 400,708
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Cash Flows used in
Investing Activity
Oil and gas property - (23,000) (73,000)
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Net increase (decrease)
in cash during the period (4,024) (24,210) 385
Cash, beginning of the period 4,409 29,472 -
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Cash, end of the period $ 385 $ 5,262 $ 385
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SEE ACCOMPANYING NOTES
<PAGE>
NEWLANDS OIL & GAS INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
for the period June 17, 1998 (Date of Incorporation) to December 31, 1999
and for the nine months ended September 30, 2000
(Stated in US Dollars)
(Unaudited)
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<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Shares Paid-in Exploration
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# Par Value Capital Stage Total
------ --------- ------- ----- -----
<S> <C> <C> <C> <C> <C>
Shares issued pursuant to
offering memorandum - $0.015 10,047,167 $ 10,047 $ 140,661 $ - $ 150,708
Net loss for the period - - - (29,916) (29,916)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1998 10,047,167 10,047 140,661 (29,916) 120,792
Net loss for the year - - - (238,580) (238,580)
Balance, December 31, 1999 10,047,167 10,047 140,661 (268,496) (117,788)
Shares issued pursuant to
debt settlement agreements
- $0.10 2,500,000 2,500 247,500 - 250,000
Net loss for the period - - - (172,915) (172,915)
---------- ---------- ---------- ---------- ----------
Balance, September 30, 2000 12,547,167 $ 12,547 $ 388,161 $ (441,411) $ (40,703)
========== ========== ========== ========== ==========
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
NEWLANDS OIL & GAS INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
(Stated in U.S. dollars)
(Unaudited)
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Note 1 Interim Reporting
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While the information presented in the accompanying interim nine months
financial statements is unaudited (except for as indicated in the
Independent Accountants' Report), 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 period
presented. All adjustments are of a normal recurring nature. It is
suggested that these interim financial statements be read in conjunction
with the Company's December 31, 1999 annual audited financial statements.
Note 2 Oil and Gas Property Costs
--------------------------
Pursuant to an exploration conveyance and assignment agreement with a
related company, (related by virtue of common directors), the Company may
earn a 7% working interest in the Travis Oil and Gas project for total
consideration of $73,000 (paid). The Company is required to pay 10% of the
costs for each test well drilled. As at June 30, 2000, the property was
abandoned.
Note 3 Capital Stock - Note 4
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Authorized:
50,000,000 common shares, $0.001 par value
1,000,000 preferred shares, $0.01 par value
Note 4 Subsequent Events
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By a distribution agreement dated November 6, 2000, Cyberbank Corp.
("Cyberbank"), a Seoul Korea corporation, granted the Company the exclusive
right to market, distribute and sell Cyberbank's Cybird product in the
United States and Canada. Cybird is a hand held device/terminal that can be
used to perform multiple functions on a CDMA, GSM or other wireless
application protocol system. In consideration for this grant, the Company
is obligated to issue 3,500,000 common shares to Cyberbank. As a condition
of maintaining this right, the Company must purchase from Cyberbank, a
minimum of 500,000 units of the product during the period from the
effective date of the agreement to the later of December 31, 2001 or one
year after approval of the Cybird by the US FCC (the 'Reference Date').
<PAGE>
NEWLANDS OIL & GAS INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
(Stated in U.S. dollars)
(Unaudited)
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Note 4 Subsequent Events - (continued)
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For each successive year after the Reference Date, the Company must
purchase a minimum of 500,000 units of Cybird. The Company has also agreed
to issue two binding purchase orders to Cyberbank for a total value of
$25,300,000 to be paid with cash of $2,000,000 and letters of credit
totaling $23,300,000. The term of this agreement will continue until
December 31, 2007 and will automatically renew from year to year.
By a warrants agreement dated November 6, 2000, the Company has granted
Cyberbank warrants to purchase 2,500,000 common shares of the Company at a
price of $3.20 per share. These warrants are exercisable during the period
from November 1, 2001 to December 31, 2001, subject to an extension if
there is a dispute regarding the calculation of the Average Trading Price,
as defined below. In addition, Cyberbank has granted to the Company
warrants to purchase up to 35,789 of its common shares at a price of
$223.54 per share. These warrants are exercisable during the same period as
the warrants granted to Cyberbank by the Company and are subject to the
approval of the directors of Cyberbank, such approval to be obtained no
later than March 31, 2001.
The ultimate number of Cyberbank warrants to be issued to the Company is to
be determined based on the following:
If the Average Trading Price of the Company's common shares is greater than
or equal to $6.00 per share, 35,789 Cyberbank warrants will be issued;
If the Average Trading Price of the Company's common shares is less than
$6.00 per share, then the number of Cyberbank warrants shall be determined
as follows:
Number of Warrants = 35,789 Warrants x (Average Trading Price/ $6.00 per
Share)
The "Average Trading Price" of the Company's common shares means
the average trading price of the common stock of the Company for
the twenty trading days prior to November 1, 2001 determined based
on the closing price on each trading day. For the purposes of this
calculation, the closing price shall be that closing price that is
quoted only from the Over-the-Counter Bulletin Board in the United
States or NASDAQ.
<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.
The Company generated no revenues during the nine month period ended September
30, 2000 and has recorded a net loss of $172,915 compared to a net loss of
$140,575 for the nine month period ended September 30, 1999.
All losses are due to administrative costs, exploration and development costs,
and the write-off of the Company's oil and gas property.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000, the Company had a net worth of ($40,703) compared to a
net worth of ($117,788) at December 31, 1999 and a net worth of ($19,783) at
September 30, 1999. This decrease is primarily due to the settlement of
$250,000 worth of debts by way of issuance of 2,500,000 common shares of the
Company, offset by operating expenses and the write down of oil exploration
expenses for the twelve-month period between September 30, 1999 and September
30, 2000. There was a working capital deficit of $40,703 at September 30, 2000
compared to a deficit of $190,788 at December 31, 1999 and a deficit of $137,783
at September 30, 1999.
STRATEGY, BUSINESS PLANS AND NEED FOR THE INFUSION OF CAPITAL
On July 7, 2000, the Board of Directors consented to $250,000 of the Company's
debt being settled at a deemed price of $0.10 per share for the issuance of
2,500,000 restricted, common shares. The Company entered into eight (8) Debt
Settlement Agreements on July 12, 2000 with nineteen (19) entities. On July 31,
2000, the Board of Directors authorized Allen Sewell (the Company President at
the time) to sign a Treasury Order to issue 2,500,000 restricted, common shares
at $0.10 per share, which were subsequently issued on August 3, 2000.
On August 16, 2000, the Board of Directors resolved that the Company would not
exercise its option to proceed with the exploration and development of the
Travis oil and gas property located in Solano County, California. The Company
paid for its share of drilling costs for the first well, which resulted in a dry
hole, and elected not to exercise its option to participate in further drilling.
The option was non-transferable, therefore the Company did not sell its option,
but instead let it expire. The Company will not be penalized for failing to
<PAGE>
exercise its option. A press release on this issue was released on August 18,
2000 and a Form 8-K was filed on September 5, 2000.
On November 6, 2000 the Company entered into a Distribution License Agreement
with Cyberbank Corp. ("Cyberbank"), a corporation incorporated in the Republic
of Korea. Cyberbank has developed a hand held device/terminal that can be used
to perform multiple functions on a CDMA, GSM or other wireless application
protocol systems. The name for this device at the current time is the "Cybird".
Under the Distribution License Agreement, Cyberbank has agreed to grant to the
Company an exclusive distribution license for the U.S. and Canada for
Cyberbank's Cybird product, and future generations thereof, from the date of the
agreement to December 31, 2007. As a condition of maintaining the distribution
rights, the Company is required to maintain annual minimum sales of 500,000
units of the Cybird. Furthermore, the Company has committed to purchase 1,000
units (estimated at $800,000) within ten days of the date of the Distribution
License Agreement and to purchase 35,000 units (estimated at $24.5 million) 30
days after relevant product testing under U.S. standards. In consideration for
Cyberbank granting the distribution rights, the Company has agreed to issue
3,500,000 common shares of the Company to Cyberbank.
The total number of common shares of the Company at the successful conclusion of
the Distribution License Agreement will be 16,047,167 of which Cyberbank's
3,500,000 million shares will represent slightly more than 21.8%. The agreement
has been approved by the Company's Board of Directors
Also entered into on November 6, 2000 between the Company and Cyberbank was a
Warrants Agreement. Pursuant to this agreement, the Company will issue warrants
to Cyberbank to purchase 2,500,000 shares of common stock at an exercise price
of $3.20 per share. Also pursuant to the Warrants Agreement, Cyberbank will
issue warrants to the Company to purchase up to 35,789 shares of common stock of
Cyberbank at an exercise price of $223.54 per share. The ultimate number of
Cyberbank warrants to be issued to the Company is to be determined based on the
following:
(A) If the Average Trading Price of Newlands common shares is greater than
or equal to $6.00 per share, 35,789 Cyberbank warrants will be issued;
(B) If the Average Trading Price of Newlands common shares is less than
$6.00 per share, then the number of Cyberbank warrants shall be determined as
follows:
number Of Warrants = 35,789 Warrants x (Average Trading Price/ $6.00 per Share),
where the "Average Trading Price" of Newlands common shares means the average
trading price of the common stock of Newlands for the twenty trading days prior
to November 1, 2001 determined based on the closing price on each trading day.
<PAGE>
For the purposes of this calculation, the closing price shall be that closing
price that is quoted only from the Over-the-Counter Bulletin Board in the United
States or NASDAQ.
The warrants are exercisable on November 1, 2001 through December 31, 2001,
subject to extension if there is a dispute regarding the calculation of the
Average Trading Price.
In addition, it is a condition of the Distribution License Agreement that
nominees of Cyberbank will have been appointed to the board of directors of the
Company by no later than February 28, 2001 and that the nominees will represent
a minimum of 40% of the directors on the board of directors of the Company upon
appointment and throughout the term of the Distribution License Agreement. If
this condition is not met, Cyberbank may terminate the Distribution License
Agreement which would adversely impact the Company's business.
The terms and conditions of the Distribution License Agreement and the Warrants
Agreement were determined through arm's-length negotiations between the
representatives of the Company and Cyberbank.
Additional capital is needed to cover overhead expenses and to fund the
Distribution License Agreement with Cyberbank. Various sources of financing,
including the issuance of debt and equity securities are being investigated.
There is no guarantee that the Company will be successful in arranging the
required financing.
<PAGE>
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
On August 3, 2000, the Company issued 2,500,000 restricted, common
shares at $0.10 per share pursuant to debt settlement agreements to
settle $250,000 in debts.
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
(a) Exhibit 27.1 - Financial Data Schedule
(b) Reports on Form 8-K: A report on Form 8-K was filed with the commission
on September 5, 2000.
<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.
Date: November 7, 2000
NEWLANDS OIL & GAS INC.
By: /s/ Douglas Yee
Douglas Yee / President, Treasurer & Director
<PAGE>
