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 September 30, 1999
-------------------------------------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------- --------------------------
Commission File number 0-25389
----------------------------------------------------------
ANYOX RESOURCES INC.
----------------------------------------------------------
(Exact name of registrant as specified in charter)
Nevada 98-019-9128
- ---------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2453 Philips Place
Burnaby, BC, Canada V5A 2W1
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
1-604-420-7474
--------------------------------------------------
Registrant's telephone number, including area code
---------------------------------------------------------------------
(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 October 20, 1999
------------------------------ -----------------------------------
Common Stock, $0.001 per share 10,028,500
<PAGE>
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART 1.
ITEM 1. Financial Statements (unaudited).......................................... 3
Balance Sheet as at September 30, 1999 ................................... 4
Statement of Operations
For the three months ended September 30, 1999, for the
three months ended September 30, 1998 and for
the period from July 13, 1998 (Date of
Incorporation) to September 30, 1999............................... 5
Statement of Changes in Shareholders' Equity
For the period from July 13, 1998 (Date of
Incorporation) to September 30, 1999............................... 6
Statement of Cash Flows
For the three months ended September 30, 1999, for the
three months ended September 30, 1998 and for the period
from July 13, 1998 (Date of Incorporation)
to September 30, 1999.................................................. 7
Notes to the Financial Statements........................................ 8
ITEM 2. Plan of Operations....................................................... 11
PART 11 Signatures............................................................... 12
</TABLE>
2
<PAGE>
PART 1 - FINANCIAL INFORMATION
-----------------------------------------------------------------------
----------
ITEM 1. FINANCIAL STATEMENTS
-----------------------------------------------------------------------
----------
The accompanying balance sheet of Anyox Resources Inc. (a development stage
company) at September 30, 1999 and the statement of operations and statement of
cash flow for the three months ended September 30, 1999, for the three months
ended September 30, 1998 and for the period from July 13, 1998 (date of
incorporation) to September 30, 1999 and the statement of stockholders' equity
for the period from July 13, 1998 (date of incorporation) to September 30, 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 September 30, 1999, are not necessarily
indicative of the results that can be expected for the year ending June 30,
2000.
3
<PAGE>
ANYOX RESOURCES INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1999 1999
------------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Bank $ 1,463 $ 1,283
OTHER ASSETS
Mineral lease - Note 3 -- --
-------- --------
$ 1,463 $ 1,283
======== ========
LIABILITIES
Accounts payable -- related party $ 7,333 $ 1,833
Accounts payable and accrued liabilities 1,417 3,482
-------- --------
8,750 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 10,029
Capital in excess of par value 7,201 6,121
Deficit accumulated during the development stage (24,517) (20,182)
-------- --------
Total Stockholders' Equity (7,287) (4,032)
-------- --------
$ 1,463 $ 1,283
======== ========
</TABLE>
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 September 30, 1999, for the three
months ended September 30, 1998 and for period from
July 13, 1998 (Date of Inception) to September 30, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE FROM INCEPTION
MONTHS ENDED MONTHS ENDED TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999
-------------- -------------- ---------------
<S> <C> <C> <C>
SALES $ -- $ -- $ --
----------- ----------- -----------
GENERAL AND ADMINISTRATIVE EXPENSES:
Accounting and audit -- -- 5,175
Assessment 1,907 1,833 3,741
Bank charges and interest 55 49 157
Filing fees - Edgar system -- -- 2,831
Foreign exchange -- -- 238
Geological report -- -- 500
Legal -- -- 2,500
Management fees 600 -- 1,600
Office expenses -- -- 1,030
Rent 300 -- 1,300
Telephone 180 -- 480
Transfer agent's fees 1,293 2,959 4,965
----------- ----------- -----------
NET LOSS $ 4,335 $ 4,841 $ 24,517
=========== =========== ===========
NET LOSS PER COMMON SHARE
Basic $ 0.0004 $ 0.003 $ 0.003
=========== =========== ===========
AVERAGE OUTSTANDING SHARES
Basic 10,028,500 1,625,000 8,516,478
=========== =========== ===========
</TABLE>
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 September 30, 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 contributions by officers - expenses -- -- 4,380
Net operating loss for the period from
July 13, 1998 to September 30, 1999 -- -- -- (24,517)
---------- ---------- ---------- ----------
BALANCE SEPTEMBER 30, 1999 10,028,500 $ 10,029 $ 7,201 $ (24,517)
========== ========== ========== ==========
</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 September 30, 1999, for the three
months ended September 30, 1998 and for the period from
July 13, 1998 (Date of Inception) to September 30, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE FROM INCEPTION
MONTHS ENDED MONTHS ENDED TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999
-------------- ------------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (4,335) $ (4,841) $(24,517)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Increase in accounts payable - related party 5,500 1,833 7,333
Increase in accounts payable (2,065) 1,090 1,417
Capital contributions - expenses 1,080 -- 4,380
-------- -------- --------
Net Cash from Operations 180 (1,918) (11,387)
-------- -------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Mineral lease -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock -- 10,000 12,850
-------- -------- --------
Net Increase in Cash 180 8,082 1,463
Cash at Beginning of Period 1,283 -- --
-------- -------- --------
CASH AT END OF PERIOD $ 1,463 $ 8,082 $ 1,463
======== ======== ========
</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
September 30, 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 three Regulation D
offerings of 6,028,500 shares of its capital stock.
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
On September 30, 1999, the Company had a net loss carry forward of
$24,517. 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.
Loss per Share
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.
8
<PAGE>
ANYOX RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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.
Foreign Currency Translation
Part of the transactions of the Company were completed in Canadian
dollars and have been translated to US dollars as incurred, at the
exchange rate in effect at the time, and therefore, no gain or loss
from the translation is recognized.
Amortization of Capitalized Mining Claim Costs
Costs of acquisition, exploration, carrying, and retaining 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 related to the mineral
claims acquired (note 3) are unknown and therefore an estimate of any
future costs 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.
9
<PAGE>
ANYOX RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFIGANT ACCOUNTING POLICIES - CONTINUED
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.
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 commercially minable ore
reserve and therefore all costs for exploration and retaining the
properties have been expensed.
The claims may be retained by the Company only upon a yearly payment,
or an equal amount of assessment work, of CDN $2,750 which is due
starting September 25, 2000. The amounts due for September 25, 1999
have been paid.
4. RELATED PARTY TRANSACTIONS
Related parties acquired 40% of the common shares issued for cash.
A loan was received by the Company from a related party of $7,333 with
no due date or interest. See note 3 regarding purchase of mineral lease
from a related party.
5. GOING CONCERN
The Company will need additional working capital to be successful in
its planned activity 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.
10
<PAGE>
- --------------------------------------------------------------------------------
ITEM 2. PLAN OF OPERATIONS
- --------------------------------------------------------------------------------
The Company has only paid cash-in-lieu on the Fame #1 and #2 claims in order to
maintain them in good standing until September 25, 2000. The Company will be
unable to do any work on these mineral claims until the summer of 2000 due to
the weather conditions in the Anyox area of British Columbia.
Liquidity and Capital Resources
The Company will need additional working capital to finance its activities on
the Fame #1 and #2 mineral claims. At this time management has not decided as to
what method of obtaining financing is best suited to the interests of the
Company.
Results of Operations
There have been no operations during the period by the Company.
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)
October 23, 1999 /s/ "Philip Yee"
- ------------------------------------- -----------------------------------
Date Philip Yee - Director
October 23, 1999 /s/ "Mary Hethey"
- ------------------------------------- -----------------------------------
Date Mary Hethey - Secretary Treasurer
12
