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, 1998
---------------------------------------------
( ) 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 - 25493
----------------------------------------------------
ACCORD VENTURES INC.
(Exact name of registrant as specified in charter)
Nevada 98-019-9141
State or other jurisdiction of incorporation (I.R.S. Employee I.D. No.)
or organization
Suite 1 - 1224 Avenue Road, Toronto,
Ontario, Canada M5N 2G6
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 1-416-703-5888
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 9,680,000 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 4
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
6
ITEM 10. EXECUTIVE COMPENSATION 9
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT 10
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 11
PART IV
ITEM 13. EXHIBITS 11
</TABLE>
3
<PAGE>
PART 1
ITEM 1. DESCRIPTION OF BUSINESS
History and Organization
Accord Ventures Inc., a Nevada corporation (the "Company"), was incorporated on
September 15, 1998. The Company has no subsidiaries and no affiliated companies.
The Company's executive offices are located at Suite 1 - 1224 Avenue Road,
Toronto, Ontario, Canada, M5N 2G6.
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 9,680,000 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
On September 24, 1998, the Company entered into a Purchase Agreement with Lui
Holdings Ltd. whereby for the sum of $25,000 it acquired a 100% interest in the
property described as P 1228789 (the "property") in the Semple Township of
Ontario, Canada.
Under the above noted Agreement, the Company was required to pay the full
purchase price within sixty days of signing the agreement. The purchase price
was paid on October 22, 1998. In addition, the Company agreed to have a
geological report prepared on the property at its own expense. Once the purchase
price was paid, Lui Holdings Ltd. had no further rights or claims to the mineral
property.
The Company does not own any other property other than the rights to the
minerals located on the Semple Township property.
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.
4
<PAGE>
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 51
shareholders.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
The Company was incorporated on September 15, 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 9,680,000 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 has 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 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.
5
<PAGE>
Liquidity and Capital Resources
As at June 30, 1999, the Company had $3,267 of assets, and $6,006 of
liabilities, including cash or cash equivalents amounting to $3,267. Of the
$6,006 in liabilities, $3,267 is owed to a related party.
The Company has no contractual obligations for either lease premises, employment
agreements or work commitments on the Semple Township properties and has made no
commitments to acquire any asset of any nature.
Results of Operations
Since inception the Company has purchased the Semple Township 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-SB.
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.
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.
6
<PAGE>
<TABLE>
<CAPTION>
Term as
Director
Name Age Position Held Since
---- --- ------------- -----
<S> <C> <C> <C>
Allan Wilson 58 President and Director 1998
David Zosiak 34 Secretary Treasurer and 1998
Director
Paul Berry 53 Director 1998
</TABLE>
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.
ALLAN WILSON graduated from high school in Ontario. From 1987 to 1989 he was
employed as general manager for Agnico Eagle Mines in the Port of Newcastle
before accepting a position as general manager for Bramelea Ltd. He was employed
with Bramelea from 1989 to 1996 when be became an independent management
consultant.
DAVID ZOSIAK graduated from Centennial Senior Secondary School in 1981 and
subsequently attended Douglas College where he obtained a marketing management
diploma in 1984. Subsequent to graduation he become employed with McDermid St.
Lawrence Chisholm Ltd., a brokerage house in Vancouver, Canada where he worked
as a sales assistant. From 1991 to 1994 he was employed by Esso Avitat as a
driver for fuel trucks and other assorted assignments. In 1994 he was employed
by Georgia Pacific Securities as a stockbroker before changing firms and moving
to Wolverton Securities in 1995 where he worked with a national and
international clientele to achieve their financial portfolio goals. In 1997 he
became an investors relations consultant for Westview Capital Group Inc., a
private company based in Vancouver, who liaises with shareholders of Southview
Resources Inc., a public company listed on the Alberta Stock Exchange, and Trans
Gold Explorations Inc., a public company listed on the Canadian Dealers Network
(CDN) in Toronto, Ontario, regarding the status of their investments.
PAUL BERRY attended Upper Canada College from 1952 to 1961 before attending
Cantab College from 1961 to 1964. Subsequent to attending college he took
various industrial marketing courses at Ryerson School of Technology in Toronto,
Ontario. Upon graduation he was employed by C.T.S. Industrial Sales Ltd. from
1965 to 1970 where he marketed mill supplies before becoming sales manager of
the operation. From 1970 to 1979 he was employed by Apollo Dynamic Corporation
as Vice-President of Sales. Subsequently he was employed as a sales engineer for
Gray Engineering Group Inc. where he managed all sales and projects in Ontario.
From 1981 to 1989 he was employed by PRO-DYNE Equipment Inc. where he was the
president until the business was sold in 1989. Currently he is employed as a
leasing consultant for JWB Auto Leasing Inc. which is a medium sized independent
leasing company specializing in individual and fleet vehicles.
7
<PAGE>
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;
(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.
8
<PAGE>
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.
<TABLE>
<CAPTION>
Name Position Report to be Filed
- ---- -------- ------------------
<S> <C> <C>
Allan Wilson President and Director Form 3
David Zosiak Secretary Treasurer and Form 3
Director
Paul Berry Director Form 3
</TABLE>
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
COMPENSATION PURSUANT TO PLANS
None
PENSION TABLE
None
OTHER COMPENSATION
None
COMPENSATION OF DIRECTORS
None
9
<PAGE>
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.
<TABLE>
Name and Address Amount
of Beneficial Nature of of Beneficial Percent
Owner Ownership (1) Ownership of Class
------ ---------- ---------- --------
<S> <C> <C> <C>
ALLAN WILSON Direct 2,000,000 20.66%
Suite 1 - Avenue Road
Toronto, Ontario
Canada, M5N 2G6
DAVID ZOSIAK Direct 2,000,000 20.66%
2267 Lorraine Avenue
Coquitlam, British Columbia
Canada, V3K 2M8
PAUL BERRY Direct 500,000 5.17%
17 Brownlee Drive
R.R. #1
Bradford, Ontario
Canada, L3Z 2A4
All Officers and Directors Direct 4,500,000 46.49%
as a Group ( 3 persons )
</TABLE>
(1) All shares owned directly are owned beneficially and of record, and such
shareholder has sole voting, investment and dispositive power, unless
otherwise noted.
10
<PAGE>
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.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS.
The following financial statements are included in this report:
Title of Document Page
- ----------------- ----
Report of Andersen, Andersen & Strong, Certified Public Accountants 13
Balance Sheet as at June 30, 1999 14
Statement of Operations for the period from September 15, 1998 (Date
of Inception) to June 30, 1999 15
11
<PAGE>
Statement in Changes in Stockholders' Equity for the period from
September 15, 1998 (Date of Inception) to June 30, 1999 16
Statement of Cash Flows for the period from September 15, 1998 (Date
of Inception) to June 30, 1999 17
Notes to the Financial Statements 18
(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.
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:
ACCORD VENTURES INC.
Date: October 5, 1999 By: /s/ "Allan Wilson"
------------------------------------
Allan Wilson, President and Director
Date: October 5, 1999 By: /s/ "David Zosiak"
------------------------------------
David Zosiak, Secretary Treasurer
and Director
12
<PAGE>
<TABLE>
<S> <C>
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
</TABLE>
Board of Directors
Accord Ventures, Inc.
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Accord Ventures, Inc. (a
development stage company) at June 30, 1999, and the statement of operations,
stockholders' equity, and cash flows for the period from September 15, 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 financial statements. 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 Accord Ventures, Inc. at June
30, 1999, and the results of operations, and cash flows for the period from
September 15, 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 22, 1999
A member of ACF International with affiliated offices worldwide
13
<PAGE>
ACCORD VENTURES, INC.
(A Development Stage Company)
BALANCE SHEET
June 30, 1999
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 3,267
------
Total Current Assets 3,267
------
OTHER ASSETS
Mineral lease - Note 3 -
------
$ 3,267
======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 3,000
Accounts payable $ 3,006
------
Total Current Liabilities 6,006
------
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value; 9,680,000 shares issued and outstanding 9,680
Capital in excess of par value 40,070
Deficit accumulated during the development stage (52,489)
-------
Total Stockholders' Equity (2,739)
------
$ 3,267
======
</TABLE>
The accompanying notes are an integral part of these financial statements.
14
<PAGE>
ACCORD VENTURES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period from September 15 , 1998
(Date of Inception) to June 30, 1999
<TABLE>
<S> <C>
REVENUES $ -
EXPENSES 52,489
---------
NET LOSS $ (52,489)
=========
NET LOSS PER COMMON SHARE
Basic $ -
=========
AVERAGE OUTSTANDING SHARES
Basic 9,061,310
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
15
<PAGE>
ACCCORD VENTURES, INC
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from September 15,1998 (Date of Inception)
to June 30, 1999
<TABLE>
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
------ ------ --------- -------
<S> <C> <C> <C> <C>
Balance September 15, 1998 (date of inception) - $ - $ - $ -
Issuance of common stock for cash
at $.0015 - September 28, 1998 4,500,000 4,500 2,250 -
Issuance of common stock for cash
at $.002- September 29, 1998 5,000,000 5,000 5,000 -
Issuance of common stock for cash
at $.10 - October 1, 1998 30,000 30 2,970 -
Issuance of common stock for cash
at $.20 - October 15, 1998 150,000 150 29,850 -
Net operating loss for the period from
September 15, 1998 to June 30, 1999 - - - (52,489)
. . .
--------- --------- -------- --------
Balance June 30, 1999 9,680,000 $ 9,680 $ 40,070 $(52,489)
========= ===== ====== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
ACCORD VENTURES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period from September 15, 1998
(Date of Inception) to June 30, 1999
<TABLE>
<S> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (52,489)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Change in accounts payable 6,006
--------
Net Cash From Operations (46,483)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of mineral lease ( -)
--------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 49,750
--------
Net Increase in Cash 3,267
Cash at Beginning of Period -
Cash at End of Period $ 3,267
=======
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
ACCORD VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on September
15, 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 three Regulation D offerings of
5,180,000 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 $52,489.
The tax benefit from the loss carry forward has been fully offset by 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.
Amortization of Capitalized Mineral Lease Costs
Cost of acquisition, exploration, carrying, and retaining unproven properties
are expensed as incurred. Cost 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 mining equipment are capitalized and depreciated over
their useful life.
18
<PAGE>
ACCORD RESOURCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
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 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.
3. PURCHASE OF MINERAL LEASES
The Company acquired a 16 unit metric lease for $25,000, located in Semple
Township in the Porcupine Mining District of Ontario, 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
expensed.
The claims may be retained by the Company only upon a yearly payment, or an
equal amount of assessment work, of $6,400CD which is due starting September 24,
2000. The payment for September 24, 1999 has been paid.
4. RELATED PARTY TRANSACTIONS
Related parties have acquired 47% of the common stock issued for cash.
A related party has loaned the Company $3,000. The amount does not carry a due
date or interest.
5. GOING CONCERN
The Company will need additional working capital to be successful in its planned
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.
19
