UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
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( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File number 0-25389
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ANYOX RESOURCES INC.
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(Exact name of registrant as specified in charter)
Nevada 98-019-9128
- ------------------------------- -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2453 Philips Place
Burnaby, British Columbia, Canada V5A 2W1
- ---------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
1-604-420-7474
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Registrant's telephone number, including area code
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(Former name, address, and fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [X] No [ ] and ( ) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding as of September 17, 1999
----------------------------------- ------------------------------------
Common Stock, $0.001 per share 10,028,500
<PAGE>
INDEX
Page
PART 1. Number
------
ITEM 1. Financial Statements (unaudited)....................... 3
Balance Sheet as at March 31, 1999 .................... 4
Statement of Operations
For the three months ended March 31, 1999 and
for the period from July 13, 1998 (Date of
Incorporation) to March 31, 1999........... 5
Statement of Changes in Shareholders' Equity
For the period from July 13, 1998 (Date of
Incorporation) to March 31, 1999............ 6
Statement of Cash Flows
For the three months ended March 31, 1999 and
for the period from July 13, 1998 (Date of
Incorporation) to March 31, 1999........... 7
Notes to the Financial Statements...................... 8
ITEM 2. Plan of Operations..................................... 11
PART 11 Signatures............................................. 12
2
<PAGE>
PART 1 - FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The accompanying balance sheet of Anyox Resources Inc. (a development stage
company) at March 31, 1999 and the statement of operations and statement of cash
flow for the three months ended March 31, 1999 and for the period from July 13,
1998 (date of incorporation) to March 31, 1999 and the statement of
stockholders' equity for the period from July 13, 1998 (date of incorporation)
to March 31, 1999 have been prepared by the Company's management and they do not
include all information and notes to the financial statements necessary for a
complete presentation of the 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 quarter ended March 31, 1999, are not necessarily
indicative of the results that can be expected for the year ending June 30,
1999.
3
<PAGE>
ANYOX RESOURCES INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 1999
(Unaudited - Prepared by Management)
ASSETS
CURRENT ASSETS
Bank $ 2,055
OTHER ASSETS
Mining claim - Note 3 1
----------
$ 2,056
==========
LIABILITIES
Accounts payable - related party $ 1,833
Accounts payable and accrued liabilities 187
----------
2,020
----------
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 4,321
Deficit accumulated during the development stage (14,314)
-----------
Total Stockholders' Equity 36
-----------
$ 2,056
===========
The accompanying notes are an integral part of these unaudited
financial statements.
4
<PAGE>
ANYOX RESOURCES INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the three months ended March 31, 1999 and for period from
July 13, 1998 (Date of Inception) to March 31, 1999
(Unaudited - Prepared by Management)
FOR THE THREE FROM INCEPTION
MONTHS ENDED TO
MARCH 31, 1999 MARCH 31, 1999
-------------- --------------
SALES $ -- $ --
----------- -----------
GENERAL AND ADMINISTRATIVE EXPENSES:
Accounting and audit 1,700 3,200
Assessment -- 1,833
Bank charges and interest 9 70
Filing fees - Edgar system 1,251 1,251
Foreign exchange 223 235
Geological report 500 500
Legal -- 2,500
Office expenses -- 12
Printing 99 754
Rent 500 500
Transfer agent's fees 478 3,459
----------- -----------
NET LOSS $ 4,760 $ 14,314
=========== ===========
NET LOSS PER COMMON SHARE
Basic $ 0.0001 $ 0.001
=========== ===========
AVERAGE OUTSTANDING SHARES
Basic 10,028,500 10,028,500
=========== ===========
The accompanying notes are an integral part of these unaudited
financial statements.
5
<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 March 31, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
CAPITAL IN
COMMON STOCK EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE JULY 13, 1998 (date of inception) -- $ -- $ -- $ --
Issuance of common shares for cash at
$0.001 - September 18, 1998 10,000,000 10,000 -- --
Issuance of common shares for cash at
$0.10 - October 21, 1998 28,500 29 2,821 --
Capital contribution - expenses -- -- 1,500
Net operating loss for the period from
July 13, 1998 to March 31, 1999 -- -- -- (14,314)
---------- -------- -------- --------
BALANCE MARCH 31, 1999 10,028,500 $ 10,029 $ 4,321 $(14,314)
========== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
6
<PAGE>
ANYOX RESOURCES INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the three months ended March 31, 1999 and for the period from
July 13, 1998 (Date of Inception) to March 31, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
FOR THE THREE FROM INCEPTION
MONTHS ENDED TO
MARCH 31, 1999 MARCH 31, 1999
------------- --------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (4,760) $(14,314)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Increase in accounts payable - related party -- 1,833
Increase in accounts payable (334) 187
-------- --------
Net Cash from Operations (5,090) (12,294)
-------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Mineral claim -- (1)
-------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contribution - expenses 1,500 1,500
Proceeds from issuance of common stock -- 12,850
-------- --------
1,500 14,350
-------- --------
Net Increase in Cash (3,594) 2,055
Cash at Beginning of Period 5,649 --
-------- --------
CASH AT END OF PERIOD $ 2,055 $ 2,055
======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
7
<PAGE>
ANYOX RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(Unaudited - Prepared by Management)
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
July 13, 1998 with the authorized common shares 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 POLICIES
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
------------
The Company has elected a fiscal year of June 30 but has not completed
a full operating period and therefore has not filed any income tax
returns.
Earnings (Loss) per Share
-------------------------
Earning (Loss) per share amounts are computed based on the weighted
average number of shares actually outstanding using the treasury stock
method in accordance with FABS 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.
8
<PAGE>
ANYOX RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Foreign Currency Translation
----------------------------
The translations of the Company completed in Canadian dollars have been
translated to US dollars. Assets and liabilities are translated at the
year end exchange rates and the income and expenses at the average
rates of exchange prevailing during the period reported on.
Amortization of Capitalized Mining Claim Costs
----------------------------------------------
The Company will use successful efforts method to amortize the
capitalized costs of its mining claims which provides for capitalizing
the purchase price of the project and the additional costs directly
related to providing the properties, and amortizing these amounts over
the life of the mineral deposit. All other costs are expensed as
incurred. Unamortized capitalized costs will be expensed if the
property is shown to have an impairment in value or proven to be of no
value.
Environmental Requirements
--------------------------
At the report date environmental requirements related to the 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, prepaid
expenses and deferred offering costs are considered by management to be
their standard 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 estimated and assumption 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.
9
<PAGE>
ANYOX RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(Unaudited - Prepared by Management)
3. PURCHASE OF MINERAL LEASES
The Company acquired mineral leases for $1.00 from a related party,
known as the Fame #1 and #2, located near the former town site of
Anyox, British Columbia, Canada, with an expiration date of September
25, 1999. A geological study and staking has been completed by the
predecessor, which was expensed, and therefore the predecessor cost is
considered to be $1.
4. RELATED PARTY TRANSACTIONS
Related parties acquired 40% of the common shares issued for cash.
See Note 3 regarding purchase of mineral leases from a related party.
The officers and directors of the Company are involved in other
business activities and they may, in the future, become involved in
additional business ventures which also may require their attention. If
specific business opportunities become available, such persons may face
a conflict in selecting between the Company and their other business
interests. The Company has formulated no policy for the resolution of
such conflicts.
5. GOING CONCERN
The Company will need additional working capital to be successful in
its efforts to develop the mineral lease acquired 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 in the future.
Management recognizes that, if it is unable to raise additional
capital, the Company cannot be successful in its efforts.
10
<PAGE>
- --------------------------------------------------------------------------------
ITEM 2. PLAN OF OPERATIONS
- --------------------------------------------------------------------------------
The Company's management will concentrate its efforts on the Fame #1 and #2
mineral leases located in Anyox, British Columbia during 1999. It is the
intention of management to investigate other mineral properties in the future
but no effort has been made to date to identify or to negotiate the terms for
acquiring additional mineral properties. Continuation of the Company as a going
concern is dependent upon obtaining additional working capital either from
advances from its officers and/or directors, bank financing or by way of an
issuance of its capital stock. Until financing has been arranged it is the
intention of the directors and officers of the Company to pay for future
expenses of the Company as short term loans.
Liquidity and Capital Resources
- -------------------------------
The Company will need additional working capital to finance its activities on
the Fame #1 and #2 mineral leases.
Results of Operations
- ---------------------
The Company has had no operations during this reporting period.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANYOX RESOURCES INC.
(Registrant)
September 17, 1999 /s/ "Mary Hethey"
- -------------------------------------- --------------------------------------
Date Mary Hethey - Secretary Treasurer
September 17, 1999 /s/ "Philip Yee"
- -------------------------------------- --------------------------------------
Date Philip Yee - Director
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001071572
<NAME> ANYOX RESOURCES INC.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-13-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 2,055
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,055
<PP&E> 1
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,056
<CURRENT-LIABILITIES> (2,020)
<BONDS> 0
0
0
<COMMON> (14,350)
<OTHER-SE> 14,314
<TOTAL-LIABILITY-AND-EQUITY> (2,056)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 14,314
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,314)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
