U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 5(d) OF THE SECURITIES ACT OF
1934: For the Quarterly Period ended September 30, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For
the transition period from ______________________ to ______________________
Commission File number 0-26037
AMERICAN URANIUM, INC.
(Exact Name of small business issuer as specified in its charter)
State of Incorporation: New Jersey IRS Employer Identification Number: N/A
133 Richmond Street, West
Suite # 311
Toronto, Ontario
Canada
M5H-2L3
(Address of principal executive offices)
(416) 203-0010
(Issuer's telephone number)
Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past months (or for
such 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.
YES X NO ____
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Outstanding at
Class November 9, 1999
Common Stock, $.001 par value 9,058,261
Transitional Small Business Development Format: YES ____ NO X
<PAGE>
American Uranium, Inc.
PART I. FINANCIAL INFORMATION Page No.
Financial Statements:
Balance Sheets as at September 30, 1999
and September 30, 1998 3
Statement of Operations for the Three
and Nine Months
Ended September 30, 1999 and 1998 4
Statements of Cash Flow for the Nine Months
Ended September 30, 1999 and 1998 5
Notes to Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION 11
Item 6 - Exhibits and Reports on Form 8-K
2
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AMERICAN URANIUM, INC.
BALANCE SHEETS
AS AT
September 30,
ASSETS 1999 1998
- ------ ----- ----
Current Assets:
Cash and Cash equivalents 56 47,397
Prepaid Expenses 1,856 0
Total Current Assets 1,912 47,397
---------------- --------------
Mineral Resource Assets 64,393 37,346
Furniture and Fixture - net 573 0
Total Assets 66,878 84,743
================ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Liabilities:
Accounts payable and accrued expenses 8,468 9,318
---------------- --------------
Total Current Liabilities 8,468 9,318
Total Liabilities 8,468 9,318
---------------- --------------
Stockholders Equity
Common stock, $.001 par value, 9,040 9,040
100,000,000 shares authorized, 9,040,261
and 9,022,261 shares issued and
outstanding at September 30, 1999 and 1998
Additional paid-in-capital 188,960 170,960
Accumulated deficit (139,590) (101,321)
Total Stockholders Equity 58,410 75,425
---------------- --------------
Total Liabilities and Stockholders' Equity 66,878 84,743
================ ==============
3
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AMERICAN URANIUM, INC.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Three Nine Nine
Months Months Months Months
Sep 30, Sep 30, Sep 30, Sep 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues - - - -
Cost of Revenues - - - -
Gross Profit - - - -
----------- ------------------------ ------------
Other Costs
General and administrative 1,107 14,892 38,155 54,892
expenses
Total other costs
Other Income and Expenses
Interest Income 0 317 0 317
FX Gain (Loss) (114) 0 (114) 0
----------- ------------------------ ------------
Net Loss before Benefit from Income Taxes (1,222) (14,575) (38,269) (54,575)
----------- ------------------------ ------------
Benefit from taxes - - - -
Net Loss (1,222) (14,575) (38,269) (54,575)
=========== ======================== ============
</TABLE>
4
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AMERICAN URANIUM, INC.
STATEMENT OF CASH FLOW
FOR THE 9 MONTHS ENDED SEPTEMBER 30, 1998 & 1999
<TABLE>
<CAPTION>
Nine Nine
Months Months
Ended Sep Ended Sep
30,1999 30,1999
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss (54,575) (38,269)
Adjustments to reconcile net loss to net used in
operating activities:
Depreciation and amortization 88
Change in prepaid expenses 3,352
Change in accounts payable and
accrued expenses 9,318 (4,326)
---------------- ---------------
Net Cash Used in Operating Activities (45,257) (39,155)
Cash Flows from Investing Activities:
Purchases of fixed assets - (661)
Increase in Mineral Resource Assets (37,346) (2,574)
---------------- ---------------
Net cash used in investing activities (37,346) (3,235)
Cash Flows from Financing Activities:
Proceeds from the issuance of common stock 130,000 18,000
---------------- ---------------
Net Cash provided by financing activities 130,000 18,000
Net Increase in Cash and Cash
Equivalents 47,397 (24,390)
Cash and Cash Equivalents, beginning
of year 24,446
---------------- ---------------
Cash and Cash Equivalents, end of year
47,397 56
---------------- ---------------
</TABLE>
5
<PAGE>
AMERICAN URANIUM
NOTES TO FINANCIAL STATEMENTS
1. COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
American Uranium, Inc. (formerly Zencrest Holdings Corp., Inc.) (the
"Company") was formed in 1991 as a subsidiary of People Ridesharing Systems,
Inc. ("PRS") a company that filed for reorganization under Chapter 11 of the
Bankruptcy Act. As a result of an arrangement with the Bankruptcy Court and PRS,
ownership of the Company was provided to the creditors and stockholders of PRS
who received ten percent and five percent, respectively, of the outstanding
stock of the Company upon the sale of the Company and in contemplation of a
merger. In addition, the Company sold eighty-five percent of the Company's stock
to nonaffiliated parties.
On August 26, 1998 the Company commenced operations by entering into an
agreement with PlatoroWest, LLC ("Platoro") concerning mineral exploration
activities. The Company's operations will be in the identification, acquisition,
exploration, development ands extraction of minerals, primarily focusing on
uranium and vanadium claims located in the United States.
Inventory
Inventory will be valued at cost as computed under the last-in,
first-out (LIFO) method which normally is lower than market. For the type of
inventory the Company intends to maintain, no segregation among raw materials,
work in process and finished goods will be practicable.
Mineral Resource Assets
Mineral resource assets include costs associated with mineral interest
in properties and related equipment and facilities and other facilities required
for purposes of extraction.
Property, Plant and Equipment
Property, plant and equipment will include support equipment and will
be amortized over the estimated useful life of the assets.
Revenue Recognition
Revenue will be recognized upon shipment of the mined mineral.
Use of Management's Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
6
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AMERICAN URANIUM, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Income Taxes
The Company follows Statement of Financial Accounting Standards No.
109, " Accounting for Income Taxes" (SFAS 109"). SFAS 109 requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statement or tax
returns. Under this method, deferred tax liabilities and assets are determined
based on the difference between the financial statement carrying amounts and tax
bases of assets and liabilities using enacted tax related in effect in the years
in which the differences are expected to reverse. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.
Impairment of Long-Lived Assets
The Company adopted Statement of Financial Accounting Standards No. 121
(SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of". SFAS 121 requires that if facts and
circumstances indicated that the cost of fixed assets or other assets may be
impaired, an evaluation of recoverability would be performed by comparing the
estimated future undiscounted pre-tax cash flows associated with the asset to
the asset's carrying value to determine if a write-down to market value or
discounted pre-tax cash flow value would be required.
Comprehensive Income
For the year ended December 31, 1998, the Company adopted SFAS No. 130,
Reporting Comprehensive Income ("SFAS 130"). This statement establishes rules
for the reporting of comprehensive income and its components which require that
certain items such as foreign currency translation adjustments, unrealized gains
and losses on certain investments in debt and equity securities, minimum pension
liability adjustments and unearned compensation expense related to stock
issuances to employees be presented as separated components of stockholders'
equity. The adoption of SFAS 130 had no impact on total stockholder's equity for
either of the years presented in these financial statements.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking Statements
When used in this Form 10 and in future filings by American Uranium
with the Securities and Exchange Commission, the words or phrases "will likely
result," "management expects," or "American Uranium expects," "will continue,"
"is anticipated," "estimated" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance
on any such forward-looking statements, each of which speak only as of the date
made. These statements are subject to risks and uncertainties, some of which are
described below. Actual results may differ materially from historical earnings
and those presently anticipated or projected. American Uranium has no obligation
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect anticipated events or circumstances
occurring after the date of such statements.
Selected Financial Data
Because American Uranium is a development stage company, selected
financial date would not be meaningful. Reference is made to the financial
statements of American Uranium included elsewhere in the document.
Fiscal Year 1998
American Uranium did not conduct any business during 1998 that resulted
in revenues. All of its activities during 1998 were devoted to establishing a
business plan and conducting limited financing activities to obtain initial
working capital.
During 1998, American Uranium incurred general and administrative
expenses of $91,937. These expenses were principally the costs associated with,
consulting fees, lease expenses, professional fees and salary of the president
of the company. The largest single amount was the cost of locating and staking
the Graysill Property and expenses associated with its mineral assets which
aggregated $53,039. The total expenses, offset by $616 of interest, resulted in
a loss for the fiscal year ended December 31, 1998 of $91,321. Funding of these
expenses was from working capital.
Third Quarter 1999
American Uranium did not conduct any business during the third quarter
of 1999 that resulted in any revenues. All activities in the third quarter were
devoted to conducting limited financing activities to obtain working capital and
obtaining a quotation for the stock on the Nasdaq Bulletin Board.
Liquidity and Capital Requirements
The working capital of American Uranium at September 30, 1999 was $75.
The working capital requirements of American Uranium has been funded by the sale
of securities and loans from shareholders. During the third quarter of 1999,
American Uranium sold no shares of common stock and did not borrow funds.
8
<PAGE>
American Uranium will require additional financing to continue to
develop its business plan and to begin its implementation. Management believes
this amount will be substantial. American Uranium currently has no sources of
financing, including bank or private lending sources, or equity capital sources.
No assurance can be given that American Uranium will be able to develop sources
of financing in the future.
To implement the staking, evaluation, development and extraction
aspects of its business plan, American Uranium will need substantial additional
funding. Because these requirements are in the more distant future, management
has not yet begun to develop methods of financing. Management expects that it
will use equity, debt and other arrangements, such as joint ventures, to fund
these stages of its business plan.
Year 2000
Overview
American Uranium has evaluated the potential impact of the situation
commonly referred to as the "Year 2000 Issue". Y2K concerns the inability of
information systems, primarily computer software programs, to properly recognize
and process date sensitive information relating to the year 2000 and beyond.
Many of the world's computer systems currently record years in a two-digit
format. These computer systems will be unable to property interpret dates beyond
the year 1999, which could lead to business disruptions in the U.S. and
internationally. The potential costs and uncertainties associated with Y2K will
depend on a number of factors, including software, hardware and the nature of
the industry in which a company operates.
Accounting Systems and Production Equipment
Because American Uranium has begun operations during the later part of
1998, management believes that the computer programs it purchases are Y2K
compliant. At this time, management believes that it does not have any assets
with embedded computer chips or programs. Mining data that American Uranium has
acquired or may purchase in the future is not subject to Y2K failure because it
is generally pure data without reference to aging or time change. Therefore
management does not expect to experience any Y2K failures.
Other Entity Compliance
American Uranium does not engage in electronic data interchange with
any other entity. Therefore, management believes it does not have any Y2K
exposure directly from other entities and their failure to be Y2K compliant.
Tangently, however, the failure of other entities to be Y2K compliant may cause
American Uranium issues, none of which are yet apparent to management.
Contingency Planning
Management does not have a contingency plan for its computer systems
because it believes they are Y2K compliant or there is no material risk.
Management does not have a contingency plan in the event a critical service,
supplier or customer will not be Y2K compliant. Management does not expect that
their failure will have a material impact because American Uranium is in the
9
<PAGE>
development stage and uses few services, has few suppliers and has no customers.
If critical services such as utilities, communications or banking are affected,
operations of American Uranium will be disrupted.
Cost of Year 2000 Compliance
American Uranium has not spent any amount on Y2K compliance. It does
not expect to have to spend any material amount on Y2K compliance in the future.
10
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K: None
Exhibits
Exhibit No. Exhibit
(27.1) Financial Date Schedule
11
<PAGE>
Signatures
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN URANIUM, INC.
Date: November 12, 1999 By: /s/ Glen Akselrod
----------------------
Glen Akselrod
President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
12
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 56
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,912
<PP&E> 66,878
<DEPRECIATION> 0
<TOTAL-ASSETS> 66,878
<CURRENT-LIABILITIES> 8,468
<BONDS> 0
<COMMON> 9,040
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 66,878
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 38,269
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (38,269)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (38,269)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
