UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934 (FEE REQUIRED)
For the fiscal year ended June 30, 1999
---------------------------------------------
( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transaction period from to
-------------------- ----------------
Commission File number 0 - 25389
------------------------------------------------
ANYOX RESOURCES INC.
----------------------------------------------------------
(Exact name of registrant as specified in charter)
Nevada 98-019128
- -------------------------------------------- --------------------------
State or other jurisdiction of incorporation (I.R.S. Employee I.D. No.)
or organization
2453 Philips Place
Burnaby, B.C., Canada V5A 2W1
- ------------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 1-604-420-7474
-------------------------
Securities registered pursuant to section 12 (b) of the Act:
Title of each share Name of each exchange on which registered
None None
- -------------------- -----------------------------------------
Securities registered pursuant to Section 12 (g) of the Act:
None
- --------------------------
(Title of Class)
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 a 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.
(1) Yes [ ] No [X] (2) Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $ -0-
---------------
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specific date within the past 60 days.
<PAGE>
As at June 30, 1999, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
(THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of June 30, 1999, the Company has 10,028,500 shares of common stock issued
and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part
of this Form 10-KSB (eg., Part I, Part II, etc.) into which the documents is
incorporated:
(1) Any annual report to security holders;
(2) Any proxy or other information statement;
(3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the
Securities act of 1933.
NONE
2
<PAGE>
TABLE OF CONTENTS
================================================================================
<TABLE>
<CAPTION>
PART 1
- ------- PAGE
------
<S> <C> <C>
ITEM 1. DESCRIPTION OF BUSINESS 4
ITEM 2. DESCRIPTION OF PROPERTY 4
ITEM 3. LEGAL PROCEEDINGS 5
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS 5
PART II
- --------
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
5
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
5
ITEM 7. FINANCIAL STATEMENTS 6
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE 6
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
SECTION 16 (a) OF THE EXCHANGE ACT
7
ITEM 10. EXECUTIVE COMPENSATION 10
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT 11
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 12
PART IV
ITEM 13. EXHIBITS 13
</TABLE>
3
<PAGE>
PART 1
================================================================================
ITEM 1. DESCRIPTION OF BUSINESS
================================================================================
HISTORY AND ORGANIZATION
Anyox Resources Inc., a Nevada corporation (the "Company"), was incorporated on
July 13, 1998. The Company has no subsidiaries and no affiliated companies. The
Company's executive offices are located at 2453 Philips Place, Burnaby, British
Columbia, Canada, V5A 2W1.
The Company's articles of incorporation currently provide that the Company is
authorized to issue 200,000,000 shares of common stock, par value $0.001 per
share. As at June 30, 1999 there were 10,028,500 shares outstanding.
The Company is engaged in the exploration stage without assurance that reserves
exist in its mineral exploration project until further exploration work has been
done and economic evaluation based on such work concludes economic feasibility.
================================================================================
ITEM 2. DESCRIPTION OF PROPERTIES
================================================================================
The Fame properties are located near the former town of Anyox, British
Columbia between Observation Inlet, at the head of Alice Arm, and the other side
of the ground near the "Alaskan Panhandle".
The Fame properties are approximately 145 kilometers or 90 miles south
east of Prince Rupert and 25 km from Kitsault. The property is approximately 850
air-kilometers north of Vancouver, British Columbia, Canada.
The Fame properties include the following two mineral claims: Fame 1,
under tenure number 359,391, comprises 125 gross ha and 70 net ha (being 175
areas); Fame 2, under tenure number 359,392, comprises 500 gross ha and 400 net
ha (being 400 areas). Both these mineral claims are in good standing until
September 25, 2000.
The Fame properties are situated in rugged terrain on the Anyox
peninsula (up to 1,680 meters above sea level or 5,509 feet). The Fame
properties are situated in the Donahue Creek catchment basin with elevations
ranging from 800 feet to 3,700 feet. The forest cover and the steepness of
slopes are less than elsewhere in the area. Extensive near-level open and brush
cover areas exist in the Donahue Creek valley and in the valleys of its major
tributaries.
Mapping and surface geology on some of the claims is greatly
facilitated by the lack of dense primary forest cover. This is due to a number
of forest fires that have passed through the area and to the effect of smelter
smoke from early operations. The mineral claims can be located on Map 103P/5 and
P12 issued by the British Columbia Ministry of Energy, Mines and Petroleum
Resources for the Skeena Mining Division.
4
<PAGE>
================================================================================
ITEM 3. LEGAL PROCEEDINGS
================================================================================
There are no legal proceedings to which the Company is a party or to which its
property is subject, nor to the best of management's knowledge are any material
legal proceedings contemplated.
================================================================================
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
================================================================================
No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended June 30, 1999.
PART II
================================================================================
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
================================================================================
During the past year there has been no established trading market for the
Company's common stock. Since its inception, the Company has not paid any
dividends on its common stock, and the Company does not anticipate that it will
pay dividends in the foreseeable future. As at June 30, 1999 the Company had 45
shareholders.
================================================================================
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
================================================================================
OVERVIEW
The Company was incorporated on July 13, 1998 under the laws of the State of
Nevada. The Company's articles of incorporation currently provide that the
Company is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share. As at June 30, 1999 there were 10,028,500 shares outstanding.
The Company is engaged in the exploration stage without assurance that reserves
exist in its mineral exploration project until further exploration work has been
done and economic evaluation based on such work concludes economic feasibility.
The Company is in the development stage. The Registrant is seeking a quotation
on the OTC Bulletin Board. The Company has no revenue to date from the
exploration of its mineral property, and its ability to effect its plans for the
future will depend on the availability of financing. Such financing will be
required to develop the Company's mineral property to a stage where a decision
can be made by management as to whether an ore body exists and can be
successfully brought into production. The Company
5
<PAGE>
anticipates obtaining such funds from its directors and officers, financial
institutions or by way of the sale of its capital stock in the future, but there
can be no assurance that the Company will be successful in obtaining additional
capital for exploration activities from the sale of its capital stock or in
otherwise raising substantial capital.
The Company has not done any exploration work on its mineral property since its
original purchase of the property.
Liquidity and Capital Resources
As at June 30, 1999, the Company had $1,283 of assets, and $5,315 of
liabilities, including cash or cash equivalents amounting to $1,283. Of the
$5,315 in liabilities, $1,833 is owed to a related party.
The Company has no contractual obligations for either lease premises, employment
agreements or work commitments on the Fame properties and has made no
commitments to acquire any asset of any nature.
Results of Operations
Since inception the Company has purchased the Fame properties but has not yet
been involved in any exploration work on this property.
================================================================================
ITEM 7. FINANCIAL STATEMENTS
================================================================================
The financial statements of the Company are included following the signature
page to this Form 10-KSB.
================================================================================
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
================================================================================
From inception to date, the Company's principal accountant is Andersen Andersen
& Strong, L.C. of Salt Lake City, Utah. The firm's report for the period from
inception to June 30, 1999 did not contain any adverse opinion or disclaimer,
nor were there any disagreements between management and the Company's
accountants.
6
<PAGE>
PART 111
================================================================================
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
================================================================================
The following table sets forth as of June 30, 1999, the name, age, and position
of each executive officers and directors and the term of office of each director
of the Company.
TERM AS
DIRECTOR
NAME AGE POSITION HELD SINCE
----- --- --------------- -----
Carsten Mide 54 President and Director 1998
Mary Hethey 50 Secretary Treasurer and 1998
Director
Philip Yee 36 Director 1998
Each director of the Company serves for a term of one year and until his
successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his successor is elected at the annual general meeting of the board of
directors and is qualified.
Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.
CARSTEN MIDE, 54, the Company's founder, has been President and Director of the
Company since its inception. Mr. Mide has been in the property development
business for the past thirty three years and in residential home building for
the past 28 years. His is currently a director and officer of several private
companies as follows:
<TABLE>
<CAPTION>
NUMBER OF
BUSINESS OF EXECUTIVE YEARS BEING
NAME OF COMPANY THE COMPANY POSITION INVOLVED LOCATION
---------------- ----------- ------------ --------- ---------
<S> <C> <C> <C> <C>
Mide Developments Ltd. Property development President and 33 British Columbia,
Director Canada
Mide Holdings Ltd. Residential home President and 28 British Columbia,
construction Director Canada
Dunbarton Properties Ltd. Property development President and 10 British Columbia,
Director Canada
Zarcan Minerals Inc. (*) Mineral exploration Vice-President 1.5 British Columbia,
and Canada
Director
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Alta Sierra Resources Inc. Mineral exploration President and 1.5 Alberta, Canada
Director
Five Star International Mineral exploration President and 1.5 Alberta, Canada
Resources Inc. Director
Coronado Exploration Inc. Mineral Director 1 British Columbia,
(*) Exploration Canada
</TABLE>
(*) It is anticipated that Zarcan Minerals Inc. will seek a listing on the
Vancouver Stock Exchange within the near future and Coronado
Exploration Inc. will be seeking a quotation on the OTC Bulletin Board
under the NASD.
Mr. Mide has not been involved in any public company either in Canada
or the United States and has not been associated with any OTC Bulletin Board
company to date other than is noted above.
PHILIP YEE, 36, Director of the Company, was born in Vancouver, British
Columbia. Having graduated from high school he attended the University of
British Columbia and graduated with a Bachelor of Commence degree in 1986 before
attending City University where be obtained a Masters of Business degree in
1989. In 1991 he became a member of the Institute of Certified General
Accountants of British Columbia. In 1996 he obtained his degree as a Certified
Public Accountant from the Washington State Board of Accountants and
subsequently became a member of the Institute of Internal Auditors. During his
entire educational period, Mr. Yee worked for various private companies and one
public company as follows:
<TABLE>
<CAPTION>
YEARS OF
NAME OF COMPANY TYPE OF BUSINESS EMPLOYMENT POSITION LOCATION
--------------- --------------- ---------- -------- --------
<S> <C> <C> <C> <C>
Augusta Corporation Mineral 1997 - 1999 Controller Vancouver, B.C.
exploration Canada
Advanced Medical Medical 1999 Secretary Toronto, Ontario
Technologies Inc. Website Treasurer
Can-Chi Group of Venture capital 1992 - 1997 Accountant Vancouver, B.C.
Companies Canada
Canadian Connection Investments in 1990 - 1992 Accountant Vancouver, B.C.
Group futures Canada
</TABLE>
Mr. Yee has not been an officer or director of a public company other
than Sweetbrier Corporation; a corporation listed on the OTC Bulletin Board
presently under the name of Dippy Foods Inc. Mr. Yee is no longer a director and
officer of that company and is not a director or officer of any other OTC
Bulletin Board company other than if the Company and Advanced Medical
Technologies Inc become quoted companies.
MARY HETHEY, 50, was born in Galt, Ontario, Canada. She was educated at the
University of Toronto where she obtained a Bachelor of Arts degree in honors
Economics and Mathematics. Subsequent to graduation she was employed with
Burrows Business Machines as a computer programmer during 1974 and 1975 in
Vancouver, British Columbia. Subsequently she became a student in accounting and
articled with Clarkson
8
<PAGE>
Gordon (1975-1978) and Collins Burrows (1978 - 1980). In 1979 she obtained her
degree as a Chartered Accountant. During the last five years she has been
employed as follows:
<TABLE>
<CAPTION>
YEARS OF
NAME OF COMPANY TYPE OF BUSINESS EMPLOYMENT POSITION LOCATION
--------------- ---------------- ---------- -------- --------
<S> <C> <C> <C> <C>
Coronado Explorations Inc. Mineral 1999 President/ Vancouver, Canada
Exploration Director
North Shore Credit Union Bankers 1997 - 1998 Accountant Vancouver, Canada
Self-employed accountant Consulting 1993 - 1997 Accountant Vancouver, Canada
Harvey Hill, Chartered Professional 1990 - 1993 Accountant West Vancouver, Canada
Accountant Accountant
</TABLE>
Mrs. Hethey was the Secretary Treasurer of Goldking Resources Inc., a
company listed on the OTC Bulletin Board but is no longer in that position.
Coronado Explorations Inc. is seeking a quotation on the OTC Bulletin Board.
Nine years ago she was a director and officer of Arthurian Resources Inc. and a
director of Creative Products Inc.; both companies formerly listed on the
Vancouver Stock Exchange.
To the knowledge of management, during the past five years, no present or former
director, executive officer or person nominated to become a director or an
executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by the court for the business or property of such person, or
any partnership in which he was a general partner at or within two
years before the time of such filings;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting,
the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, associated person of
any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment
company, or engaging in or continuing any conduct or practice
in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activities in connection with the purchase or
sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
9
<PAGE>
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such
activities;
(5) was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding
by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by
the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
The Company knows of no director, officer, beneficial owner of more than ten
percent of any class of equity securities of the registrant registered pursuant
to Section 12 ("Reporting Person") that failed to file any reports required to
be furnished pursuant to Section 16(a). Other than those disclosed below, the
registrant knows of no Reporting Person that failed to file the required reports
during the most recent fiscal year.
The following table sets forth as at June 30, 1999, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.
NAME POSITION REPORT TO BE FILED
- ---- -------- ------------------
Carsten Mide President and Director Form 3
Mary Hethey Secretary Treasurer and Form 3
Philip Yee Director Form 3
================================================================================
ITEM 10. EXECUTIVE COMPENSATION
================================================================================
CASH COMPENSATION
There was no cash compensation paid to any director or executive officer of the
Company during the fiscal year ended June 30, 1999.
BONUSES AND DEFERRED COMPENSATION
None
10
<PAGE>
COMPENSATION PURSUANT TO PLANS
None
PENSION TABLE
None
OTHER COMPENSATION
None
COMPENSATION OF DIRECTORS
None
TERMINATION OF EMPLOYMENT
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Consideration set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
================================================================================
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
================================================================================
The following table sets forth as at June 30, 1999, the name and address and the
number of shares of the Company's common stock, with a par value of $0.001 per
share, held of record or beneficially by each person who held of record, or was
known by the Company to own beneficially, more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.
Name and Address Amount
of Beneficial Nature of of Beneficial Percent
Owner Ownership (1) Ownership of Class
------ ---------- ---------- --------
CARSTEN MIDE Direct 4,000,000 39.89%
2453 Philips Place
Burnaby, British Columbia
Canada, V5A 2W1
11
<PAGE>
PHILIP YEE Direct NIL 0.00%
2652 Dundas Street
Vancouver, British Columbia
Canada, V5K 1P9
MARY M. HETHEY Direct 3,700 (i) *
397 Ventura Crescent
North Vancouver, B.C.
Canada, V7N 3G7
All Officers and Directors Direct 4,003,700 39.89%
as a Group ( 3 persons )
(1) All shares owned directly are owned beneficially and of record, and
such shareholder has sole voting, investment and dispositive power,
unless otherwise noted.
================================================================================
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
================================================================================
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Except as indicated below, there were no material transactions, or series of
similar transactions, since inception of the Company and during its current
fiscal period, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security holder who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.
INDEBTEDNESS OF MANAGEMENT
There were no material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a part, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of the common shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS
The Company does not have promoters and has no transactions with any promoters.
12
<PAGE>
PART IV
================================================================================
ITEM 13. EXHIBITS
================================================================================
(a) (1) FINANCIAL STATEMENTS.
The following financial statements are included in this report:
<TABLE>
<CAPTION>
TITLE OF DOCUMENT PAGE
- ----------------- ----
<S> <C>
Report of Andersen, Andersen & Strong, Certified Public Accountants 15
Balance Sheet as at June 30, 1999 16
Statement of Operations for the period from July 13, 1998 (Date of
Inception) to June 30, 1999 17
Statement in Changes in Stockholders' Equity for the period from July 13,
1998 (Date of Inception) to June 30, 1999 18
Statement of Cash Flows for the period from July 13, 1998 (Date of
Inception) to June 30, 1999 19
Notes to the Financial Statements 20
(a) (2) FINANCIAL STATEMENT SCHEDULES
The following financial statement schedules are included as part of this report:
None.
(a) (3) EXHIBITS
The following exhibits are included as part of this report by reference:
None.
</TABLE>
13
<PAGE>
================================================================================
SIGNATURES
================================================================================
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Company and in its capacities and on the date indicated:
ANYOX RESOURCES INC.
Date: October 8, 1999 By: /s/ "Philip Yee"
------------------------------------
Philip Yee, Director
Date: October 8, 1999 By: /s/ "Mary M. Hethey"
------------------------------------
Mary M. Hethey, Secretary Treasurer
14
<PAGE>
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and
Business Consultants Board Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax 801-486-0098
E-mail Kandersen @ msn.com
Board of Directors
Anyox Resources, Inc.
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Anyox Resources, Inc. (a
development stage company) at June 30, 1999, and the statement of operations,
stockholders' equity, and cash flows for the period from July 13, 1998 (date of
'inception) to June 30, 1999. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall balance sheet presentation. We
believe that our audits provide 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 Anyox Resources, Inc. at June
30, 1999, and the results of operations, and cash flows for the period from July
13, 1998 (date of inception) to June 30, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
September 27, 1999 ----------------------------------
Andersen Andersen & Strong
15
<PAGE>
A member of ACF International with affiliated offices worldwide
ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 1999
================================================================================
ASSETS
CURRENT ASSETS
Cash $ 1,283
-------
Total Current Assets 1,283
-------
OTHER ASSETS
Mineral lease - Note 3 --
-------
$ 1,283
-------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 1,833
Accounts payable 3,482
-------
Total Current Liabilities 5,315
-------
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value; 10,028,500 shares issued and outstanding 10,029
Capital in excess of par value 6,121
Deficit accumulated during the development stage (20,182)
---------
Total Stockholders' Equity (4,032)
--------
$ 1,283
========
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JULY 13, 1998
(DATE OF INCEPTION) TO JUNE 30, 1999
================================================================================
REVENUES $ --
EXPENSES 20,182
------
NET LOSS $ (20,182)
========
NET LOSS PER COMMON SHARE
Basic $ --
========
AVERAGE OUTSTANDING SHARES
Basic 8,122,000
=========
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
ANYOX RESOURCES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 13,1998 (DATE OF INCEPTION)
TO JUNE 30,1999
================================================================================
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL IN
-------------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE JULY 13, 1998 (date of inception) -- $ -- $ -- $ --
Issuance of common stock for cash
at $.001 - September 18, 1998 10,000,000 10,000 -- --
Issuance of common stock for cash
at $.10- October 2l, 1998 28,500 29 2,821 --
Capital contributions - expenses -- -- 3,300 --
Net operating loss for the period from
July 13, 1998 to June 30, 1999 -- -- -- (20,182)
---------- ------- ------ ---------
BALANCE JUNE 30, 1999 10,028,500 $10,029 $6,121 $(20,182)
========== ======= ====== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 13, 1998
(DATE OF INCEPTION) TO JUNE 30,1999
================================================================================
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (20,182)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Change in accounts payable 5,315
Capital contributions - expenses 3,300
------
Net Cash From Operations (11,567)
CASH FLOWS FROM INVESTING
ACTIVITIES: --
------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 12,850
-------
Net Increase in Cash 1,283
Cash at Beginning of Period --
-------
Cash at End of Period $ 1,283
=======
NON CASH OPERATING ACTIVITIES
Capital contributions by officers - expenses $ 3,300
======
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS
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1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on July 13,
1998 with authorized common stock of 200,000,000 shares at $0.001 par value.
The Company was organized for the purpose of acquiring and developing mineral
properties.
The Company is in the development stage.
Since its inception the Company has completed two Regulation D offerings of
6,028,500 shares of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES
Accounting, Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On June 30, 1999, the Company had a net operating loss carry forward of $20,182.
The tax benefit from the loss carry forward has been fully offset by a valuation
reserve because the use of the future tax benefit is undeterminable since the
Company has no operations. The net operating loss will expire in 2019.
Earning (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding using the treasury stock method in
accordance with FASB statement No. 128.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.
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ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
Foreign Currency Translation
Part of the transactions of the Company were completed in Canadian dollars have
been translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from transactions is recognized.
Amortization of Capitalized Mineral Lease Costs
Cost of acquisition, exploration, carrying, and retained unproven properties are
expensed as incurred. Costs incurred in proving and developing a property ready
for production are capitalized and amortized over the life of the mineral
deposit or over a shorter period if the property is shown to have an impairment
in value. Expenditures for mine equipment are capitalized and depreciated over
their useful lives.
Environmental Requirements
At the report date environmental requirements relating to mineral leases
acquired (Note 3) are unknown and therefore any estimate of any future cost
cannot be made.
Financial Instruments
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values. These
values are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
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ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS (CONTINUED)
================================================================================
3. PURCHASE OF MINERAL LEASES
The Company acquired mineral leases for $1.00 from a related party, known as
Fame #1 and #2, located near the former town site of Anyox, British Columbia,
Canada.
The claims have not been proven to have a commercial minable ore reserve and
therefore all costs for exploration and retaining the properties have been
expenses.
The claims may be retained by the Company only upon a yearly payment, or an
equal amount of assessment work, of $2,750 cn which is due starting September
25, 2000. The amount due for September 25, 1999 have been paid.
4. RELATED PARTY TRANSACTIONS
Related parties have acquired 40% of the common stock issued for cash.
A loan was received by the Company from a related party of $1,833 with no due
date or interest. See note 3 regarding purchase of mineral leases from a related
party.
5. GOING CONCERN
The Company will need additional working capital to be successful in its planed
activities and therefore continuation of the Company as a going concern is
dependent upon obtaining additional working capital and the management of the
Company has developed a strategy, which it believes will accomplish this
objective through additional equity funding, and long term financing, which will
enable the Company to operate for the coming year.
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