UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g)
of the Securities Exchange Act of 1934
89972 M.10.8 U.S. 89972 M.10.80
(Cusip Number) (ISIN)
TUNDRA RESOURCES, INC.
(Name of Small Business Issuer in its charter)
Nevada 88-0421134
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8275 South Eastern Avenue, Las Vegas, Nevada 89123
(Address of principal executive offices and Zip Code)
(702) 938-0460 (702) 990-8681
Issuer's Telephone Number Issuer's Facsimile Number
Securities to be registered under Section 12(b) of the Act:
none
Title of each class to be so registered: n/a
Name of exchange on which each class is to be registered: n/a
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
<PAGE> 1
TABLE OF CONTENTS
Page No.
Part I
Item 1. Description of Business 3
Item 2. Management's Discussion and Analysis 5
Item 3. Description of Property 10
Item 4. Security Ownership of Certain
Beneficial Owners and Management 10
Item 5. Directors, Executive Officers,
Promoters and Control Persons 10
Item 6. Executive Compensation 11
Item 7. Certain Relationships and Related
Transactions 11
Item 8. Description of Securities 11
Part II
Item 1. Market for Common Equity and Related
Stockholder Matters 11
Item 2. Legal Proceedings 12
Item 3. Changes In and Disagreements with
Accountants 12
Item 4. Recent Sales of Unregistered
Securities 13
Item 5. Indemnification of Directors and
Officers 13
Part F/S 14
Part III
Item 1. Index to Exhibits 40
Item 2. Description of Exhibits 40
Signatures 40
<PAGE> 2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
-------
Tundra Resources, Inc., (the "Issuer" or "Company") was
incorporated under the laws of the State of Nevada on December
31, 1998. The Company has no subsidiaries and no affiliated
companies.
The Company is a development stage company that does not
currently have any contracts and, therefore, does not have
revenues from operations for the last two fiscal years.
Business of Issuer
------------------
The Company is a startup company formed under the laws of
the state of Nevada on December 31, 1998, to engage in the
exploration, development, production and sale of oil and gas and
secondarily in the development of mineral properties. To date
the Company's main focus has been organizing the procurement of
mineral leasehold interests in Arizona for assignment in the
fall of 2000. Also, although no assurance of success can be
given, it is the intention of Management to become one of the
largest holders of leasehold interests in the Powder River Basin
in Wyoming and Montana. Leases commonly have 10-year federal
leases and five-year term fee and state leases. Leasehold net
revenue interests across the board are approximately 80% of 8/8,
with the exception of a few tracts where the net revenue
interest may be in the 75% to 80% range pending title exam. To
further its mineral exploration the Company is also considering
entering Into a Joint Venture Agreement with First Nevada Group.
Pursuant to the proposed agreement the Company and First Nevada
Group have designated selected portions of some counties In
Nevada as areas of mutual interest in which First Nevada Group
will act as the agent of Tundra with regards to the acquisition
of leasehold interests. Since its inception, the Company's
other main activity has been organizational. The Company has
sold equity shares to raise capital, recruited and organized
management, and has commenced corporate and developmental
strategic planning. However as at the date of this offering the
Company has conducted very limited operations.
Website and E-Commerce
----------------------
The Company is in the early design stages of a Website at
this point no web addresses or names have been reserved or
registered.
Marketing
---------
The Company's marketing and licensing strategy is to (i)
establish and expand the contracts and/or leaseholds for the
Company; (ii) expand the number of representatives; and, (iv)
acquire or establish relationships with governmental officials,
businesses, companies, properties or technologies.
As of the date of this Registration Statement, the Company
has no employees. The Company's president, John Ardoin, works
full-time for the Company.
Presently the Company has no intellectual property rights.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Forward Looking Statements
--------------------------
This Registration Statement on Form 10-SB contains forward-
looking statements. Such statements consist of any statement
other than a recitation of historical facts and can be
identified by words such as "may," "expect," "anticipate,"
"estimate," "hopes," "believes," "continue," "intends," "seeks,"
"contemplates," "suggests," "envisions" or the negative thereof
or other variations thereon or comparable terminology. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, including but not limited to: those risks
associated with economic conditions generally and the economy in
those areas where the Company has or expects to have assets and
operations, including, but not restricted to Nevada and
eventually other jurisdictions; competitive and other factors
affecting the Company's operations, markets, products and
services; those risks associated with the ability to obtain
medical supply contracts and the funding of the Company and
other costs associated with the Company's marketing strategies;
those risks associated with the Company's ability to
successfully negotiate with certain business owners; those risks
relating to estimated contract costs, estimated losses on
uncompleted contracts and estimates regarding the percentage of
completion of contracts, risks relating to the ability of
Company to raise the funds necessary to operate and develop
business, and risks relating to changes in interest rates and in
the availability, cost and terms of financing; risks related to
the performance of financial markets; risks related to changes
in domestic and foreign laws, regulations and taxes; risks
related to changes in business strategy or development plans;
risks related to any possible future lawsuits against the
Company and the associated costs, and risks associated with
future profitability. Many of these factors are beyond the
Company's control. Actual results could differ materially from
these forward-looking statements. In light of these risks and
uncertainties, there can be no assurance that the forward-
looking information contained in this registration statement on
Form 10-SB will, in fact, occur. The Company's actual results
may differ materially as a result of certain factors, including
those set forth in this Form 10-SB. Potential investors should
consider carefully the previously stated factors, as well as the
more detailed information contained elsewhere in this Form 10-
SB, before making a decision to invest in the common stock of
the Company.
The following is a discussion of the financial condition
and results of operations of the Company as of the date of this
Registration Statement. This discussion and analysis should be
read in conjunction with the accompanying audited Financial
Statements of the Company including the Notes thereto, which are
included elsewhere in this Form 10-SB and the notice regarding
forward-looking statements.
PLAN OF OPERATION
To date the Company's main focus has been organizing the
procurement of mineral leasehold interests in Arizona for
assignment in the fall of 2000. Also, although no assurance of
success can be given, it is the intention of Management to
become one of the largest holders of leasehold interests in the
Powder River Basin in Wyoming and Montana. Leases commonly have
10-year federal leases and five-year term fee and state leases.
Leasehold net revenue interests across the board are
approximately 80% of 8/8, with the exception of a few tracts
where the net revenue interest may be in the 75% to 80% range
pending title exam. To further its mineral exploration the
Company is also considering entering Into a Joint Venture
Agreement with First Nevada Group. Pursuant to the proposed
agreement the Company and First Nevada Group have designated
selected portions of some counties In Nevada as areas of mutual
interest in which First Nevada Group will act as the agent of
Tundra with regards to the acquisition of leasehold interests.
Since its inception, the Company's other main activity has been
organizational. The Company has sold equity shares to raise
capital, recruited and organized management, and has commenced
corporate and developmental strategic planning. However as at
the date of this offering the Company has conducted very limited
operations.
Since its inception, the Company's other main activity has
been organizational. The Company has sold equity shares to
raise capital, recruited and organized management, and has
commenced corporate and developmental strategic planning
regarding the Powder River Basin and other potential oil and gas
projects.
Revenue
-------
The Company has not received revenues from operations
during the two-year period preceding the filing of this form.
The Company has not yet achieved any revenue from operations to
date. Since the Company is still in the development stage its
expenses were nominal.
Liquidity
---------
To fulfill any leasehold purchase commitments that the
Company may enter into. The Company will need to raise
additional capital either through stock offerings or by
alternative funding methods. From a review of the Company's
assets set forth in the Financial Statements set forth of the
Company it is evident that the Company has limited resources to
engage in the purchase, exploration and development, and
production of hydrocarbons. To proceed with the development of
any mineral leases significant funding will be necessary in
addition to the funds raised by this offering. Such funding may
be obtained through the sale of additional shares. Such sales
will dilute the ownership interests of present shareholders. If
the Company is unable to obtain sufficient funds to develop the
leasehold interests that it has purchased then it will seek to
find development partners and/or farm-out prospects.
The capital resources of the Company are limited. At
present the Company is not producing revenues and upon maximum
funding is not expected to produce revenues, if any, until after
August 2001. The main source of funds at the present is the
sale of the Company's equity securities. Other possible sources
of funding include loans by financial institutions with any
Company's leasehold interests that may be acquired as
collateral.
Potential Uncertainties
-----------------------
The search for oil and gas has historically been marked by
unprofitable efforts resulting not only from the drilling of dry
holes, but also from wells which, though productive, will not
produce oil or gas in sufficient quantities to return a profit.
Liabilities in excess of insurance coverage could possibly be
incurred by the Company as a result of a blowout, fire, personal
injury or other casualty. Pollution, which might be caused by
the Company's operations, could also result in liabilities and
restrictions on the Company's activities. If properties are
proven productive, there is no assurance such production can be
sold at the most favorable rates or in optimum quantities. The
oil and gas industry is highly competitive and includes a number
of large well-established companies that possess substantially
greater resources than the Company. To the extent the Company
acts as the unit operator of any future oil and gas wells, it
can be expected to make substantial advancements on behalf of
other joint owners of the property. There is no assurance that
such joint owner advancements will be collectible.
Year 2000 Compliance
--------------------
BACKGROUND. Some computers, software and other equipment
include programming code in which calendar year data is
abbreviated to only two digits. As a result of this design
decision, some of these systems could fail to operate or fail to
produce correct results if "00" is interpreted to mean 1900,
rather then 2000.
ASSESSMENT. The Year 2000 Problem could affect computers,
software and other equipment used, operated or maintained by the
Company. Accordingly, the Company has reviewed its internal
computer programs and systems to ensure that the programs and
systems will be Year 2000 compliant. The Company presently
believes that its computer systems are Year 2000 complaint.
However, while the estimated cost of these efforts, if any
arise, is not expected to be material to the Company's financial
position or any year's results of operations, there can be no
assurance as to this effect.
INTERNAL INFRASTRUCTURE. The Company believes that it has
reviewed and assessed all of the major computers, software
applications, and related equipment used in connection with its
internal operations that would potentially require modification,
upgrade, or replacement to minimize the possibility of a
material disruption to its business. The Company's internal
review of such systems did not identify any material Year 2000
Problem. If the Company had identified an exposure to the "Year
2000 Problem," Management currently estimates the total cost of
internal reprogramming of its software products and the
upgrading of purchased hardware and software would not be
material. While this is management's best current estimate,
items outside management's control relating to the "Year 2000
Problem" may impact the Company. The Company estimates the total
cost to the Company of completing any required modifications,
upgrades, or replacements of these internal systems would not
have a material adverse effect on the Company's business or
results of operations.
SYSTEMS OTHER THAN INFORMATION TECHNOLOGY SYSTEMS. In
addition to computers and related systems, the operations of
office and facilities equipment such as fax machines,
photocopiers, telephone switches, security systems, and other
common devices may be affected by the Year 2000 Problem.
DISCLAIMER. The discussion of the Company's efforts, and
management's expectations, relating to Year 2000 compliance are
forward-looking statements. The Company's Y2K compliance status
and the level of incremental costs associated therewith, if any,
could be adversely impacted by, among other things, the
availability and cost of programming, testing resources,
vendors' abilities to modify proprietary software, and
unanticipated problems identified in ongoing internal compliance
reviews.
ITEM 3. DESCRIPTION OF PROPERTY
The Company's principal executive and administrative
offices are located in Nevada at 8275 South Eastern Avenue, Las
Vegas, Nevada 89123. The Company considers its executive and
administrative offices to be adequate and suitable for its
current needs. The Company does not own or lease any real
estate.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of December 31, 1999, the Company's sole officer and
director did not own any securities or the right to acquire any
securities of the Company. Further, as of December 31, 1999,
management of the Company is not aware of any person or group
who owns 5% or more of the securities of the Company.
CHANGES IN CONTROL
The Company has no arrangements which might result in a
change in control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS
The following table sets forth the sole director and
executive officer of the Company, his age, and all positions
held with the Company.
Name Age Positions
----------------------------------------------------------------
James R. Ardoin 67 President, Secretary,
Treasurer and Sole Director
Mr. Ardoin currently has 42 years of experience in energy
conservation, prospecting, mining and processing precious metal
ores. He has an extensive background in chemistry, mineralogy,
mining, metallurgy, milling and ore dressing. These disciplines
along with his considerable practical-hands on experience with
companies such as Can-Cal Resources, Ltd. provide the Company
with a wealth of practical experience.
ITEM 6. EXECUTIVE COMPENSATION
Officers and directors are reimbursed for expenses
incurred. Currently all executive officers of the Company are
serving in their respective capacities on an as needed basis
allocating their respective time with other interests as
reflected in their individual biographies.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no material transactions in the past two
years or proposed transactions to which the Company has been or
is proposed to be a party in which any officer, director,
nominee, or officer or director, or security holder of more than
5% of the Company's outstanding securities is involved.
The Company has no promoters other than its sole executive
officer and director. There have been no transactions which have
benefited or will benefit its sole executive officer and
director either directly or indirectly.
ITEM 8. DESCRIPTION OF SECURITIES
Common Stock
------------
The authorized Common Stock of the Company consists of
50,000,000 shares of $0.001 par value Common Stock ("Common
Shares"). As of August 14 2000 1,200,000 Common Shares are
issued and outstanding. 900,000 of these shares are subject to
the limitations of Reg. 144 promulgated under the Securities Act
of 1933 (the "Act"). The Common Shares being offered pursuant
to this Offering memorandum will be subject to the limitations
of Reg. 144.
In May of 1999, 300,000 shares were issued for the purchase
price of $.10 per share pursuant to an offering pursuant to
Regulation D, Rule 504 promulgated under the Securities Act of
1933 (the "Act").
To date, the Company has not paid any dividends on its
common stock. The payment of dividends, if any, in the future is
within the discretion of the Board of Directors and will depend
upon the Company's earnings, its capital requirements and
financial condition, and other relevant factors. There are no
provisions in the Company's articles of incorporation or by-laws
that prevent or restrict the payment of dividends. Dividend
payments, if any, would be subject to the provisions of the
Nevada Revised Statutes as well.
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company is voluntarily filing this Registration
Statement on Form 10-SB to obtain listing on the OTC Bulletin
Board, which requires all listed companies to be registered with
the SEC under Section 13 or 15(d) of the Securities Exchange Act
of 1934 and to be current in its required filings once so
registered.
The Company has no public trading market for its common
stock. Although the Company intends to seek a quotation for its
common shares on the over-the-counter Bulletin Board in the
future, there is no assurance the Company will do so, nor is
there any assurance that should the Company succeed in obtaining
a listing for its securities on the OTC Bulletin Board or on
some other exchange that a trading market for the Company's
stock will develop. There are no outstanding options, warrants
to purchase, or securities convertible into common equity of the
Company outstanding. The Company has not agreed to register any
shares of its common stock for any shareholder. In December of
1998, the Company issued 200,000 shares at par of $0.001 to the
founder shareholder. In 2000, 700,000 shares were issued for
$0.10 as restricted 144 stock for private placements. In May of
1999, 300,000 shares were issued for the purchase price of $.10
per share pursuant to an offering pursuant to Regulation D, Rule
504 promulgated under the Securities Act of 1933 (the "Act").
All of the above issuance of securities were issued in
reliance on Section 4(2) of the Securities Act of 1933, which
provides an exemption from registration for transactions not
involving any public offering.
ITEM 5. INDEMNIFICATION 0F DIRECTORS AND OFFICERS
The Company's Bylaws provide that the Company will
indemnify its directors and executive officers and may indemnify
its other officers, employees and agents to the fullest extent
permitted by Nevada law. The Company is also empowered under its
Bylaws to enter into indemnification agreements with its
directors and officers and to purchase insurance on behalf of
any person it is required or permitted to indemnify.
In addition, the Company's Articles provide that the
Company's directors will not be personally liable to the Company
or any of its stockholders for damages for breach of the
director's fiduciary duty as a director or officer involving any
act or omission of any such director or officer. Each director
will continue to be subject to liability for breach of the
director's fiduciary duties to the Company for acts or omissions
that involve intentional misconduct, fraud or a knowing
violation of law, or the payment of dividends in violation of
Nevada corporate law. This provision also does not affect a
director's responsibilities under any other laws, such as the
federal securities laws.
PART F/S
Financial Statements
--------------------
The following financial statements are filed in this Part F/S of
this Form 10-SB:
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999, AND DECEMBER 31, 1998
<PAGE>
TABLE OF CONTENTS
Page
INDEPENDENT ACCOUNTANT'S REPORT ............ 1
FINANCIAL STATEMENT
Balance Sheets........................ 2
Statements of Operations and Deficit
Accumulated During the Development
Stage................................. 3
Statement of Changes in Stockholders.. 4
Statements of Cash Flows.............. 5
Notes to the Financial Statements..... 6
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
of TUNDRA RESOURCES, INC.
Las Vegas, Nevada
I have audited the accompanying balance sheets of Tundra
Resources, Inc., (a development stage company) as of December
31, 1999, and December 31, 1998, and the related statements of
operations, cash flows, and changes in stockholders' equity for
the period from December 31, 1998, (date of inception) to
December 31, 1999. These statements are the responsibility of
Tundra Resources, Inc.'s management. My responsibility is to
express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are 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 financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the accompanying financial statements
present fairly, in all material respects, the financial position
of TUNDRA RESOURCES, INC. as of December 31, 1999 and December
31, 1998, and the results of operations, cash flows, and changes
in stockholders' for the periods then ended, in conformity with
generally accepted accounting principles.
David Coffey, C.P.A.
Las Vegas, Nevada
July 31, 2000
<PAGE> 1
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
Dec. 31, 1999 Dec. 31, 1998
------------- -------------
ASSETS
Cash $ 30,136 $ 200
----------- ---------
Total Assets $ 30,136 $ 200
=========== =========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 12,900 $ 400
----------- ---------
Total Liabilities 12,900 400
Stockholders' Equity
Common stock, authorized
50,000,000 shares at $.001
par value, issued and
outstanding 500,000 shares
respectively 500 200
Paid-in capital 21,950 0
Deficit accumulated during
the development stage ( 5,214) ( 400)
------------ ----------
Total Stockholders' Equity 17,236 (200)
Total Liabilities and
Stockholders' Equity $ 30,136 200
=========== ==========
The accompanying notes are an integral part of
these financial statements.
<PAGE> 2
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
From Inception,
Jan. 1, 1999, Dec. 31, 1999, to Dec. 31, 1998, to
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1999
----------------------------------------------------
Sales $ 0 $ 0 $ 0
Expenses
Organizational expense 0 400 400
Professional fees 1,000 0 1,000
Adminis. & secretarial 3,750 0 3,750
Office expenses 64 0 64
----------- ----------- -----------
Total expenses 4,814 400 5,214
Net loss ( 4,814) ( 400) ( 5,214)
===========
Retained earnings,
beginning of period ( 400) 0
---------- ------------
Deficit accumulated during
the development stages ( 5,214) $ ( 400)
========== ============
Earnings (loss) per share
assuming dilution:
Net loss $ (0.01) $ 0.00 $ (0.01)
=========== ============ ===========
Weighted average shares
outstanding 400,000 200,000 384,615
=========== ============ ===========
The accompanying notes are an integral part of
these financial statements.
<PAGE> 3
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 31, 1998
(Date of Inception) TO JUNE 30, 2000
Common Stock Additional Total
Shares Amount Paid-In
Capital
------------------ ---------- --------
Balance,
December 31, 1998 - $ - $ - $ -
Issuance of common stock
for cash Dec., 1998 200,000 200 $ 0 200
Less net loss 0 0 0 (400)
------- ------- -------- --------
Balance, Dec. 31, 1998 200,000 200 0 (200)
Issuance of common stock
for cash May, 1999 300,000 300 29,700 30,000
Less offering costs 0 0 (7,750) (7,750)
Less net loss 0 0 0 (4,814)
------- ------- -------- ---------
Balance, Dec. 31, 1999 500,000 $ 500 $ 21,950 $17,236
======== ======== ======== ========
The accompanying notes are an intregal part of
these financial statements
<PAGE> 4
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
From Inception,
Jan. 1, 1999, to Dec. 31, 1998, to Dec. 31, 1998, to
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1999
-----------------------------------------------------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ ( 4,814) $ ( 400) $ ( 5,214)
Non-cash items included
in net loss 0 0 0
Adjustments to reconcile
net loss to cash used
by operating activity
Accounts payable 12,500 400 12,900
-------- ---------- -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 7,686 0 7,686
CASH FLOWS USED BY
INVESTING
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock 300 200 500
Paid-in capital 29,700 0 29,700
Less offering costs (7,500) 0 ( 7,750)
-------- ---------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 22,250 200 22,450
-------- ---------- -----------
NET INCREASE IN CASH 29,936 0 $ 30,136
===========
CASH AT BEGINNING OF
PERIOD 200 0
---------- ----------
CASH AT END OF PERIOD $ 30,136 $ 200
======== ==========
The accompanying notes are an integral part of
these financial statements
<PAGE> 5
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND DECEMBER 31, 1998
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on December 31, 1998, under
the laws of the State of Nevada. The business purpose of the
Company is to acquire and develop oil and gas leases and,
secondarily, to acquire and develop mineral properties.
The Company will adopt accounting policies and procedures
based upon the nature of future transactions.
NOTE B OFFERING COSTS
Offering Costs are reported as a reduction in the amount of
paid-in capital received for sale of the shares.
NOTE C EARNINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the
weighted average shares outstanding during the period. Diluted
EPS is computed by dividing net income by the weighted average
shares outstanding, assuming all dilutive potential common
shares were issued. Since the Company has no common shares that
are potentially issuable, such as stock options, convertible
securities or warrants, basic and diluted EPS are the same.
NOTE D STOCK OFFERINGS
The Company sold shares of its common stock for $.10 per
share as follows:
May, 1999 300,000 for $30,000
The net proceeds will be used to acquire and develop oil and gas
leases and, secondarily, to acquire and develop mineral
properties.
<PAGE> 6
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2000, AND JUNE 30, 1999
<PAGE>
TABLE OF CONTENTS
Page
INDEPENDENT ACCOUNTANT'S REPORT ............ 1
FINANCIAL STATEMENT
Balance Sheets........................ 2
Statements of Operations and Deficit
Accumulated During the Development
Stage................................. 3
Statement of Changes in Stockholders.. 4
Statements of Cash Flows.............. 5
Notes to the Financial Statements..... 6-7
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
of TUNDRA RESOURCES, INC.
Las Vegas, Nevada
I have audited the accompanying balance sheets of Tundra
Resources, Inc., (a development stage company) as of June 30,
2000, and June 30, 1999, and the related statements of
operations, cash flows, and changes in stockholders' equity for
the period from December 31, 1998, (date of inception) to June
30, 2000. These statements are the responsibility of Tundra
Resources, Inc.'s management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are 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 financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the accompanying financial statements
present fairly, in all material respects, the financial position
of TUNDRA RESOURCES, INC. as of June 30, 2000, and June 30,
1999, and the results of operations, cash flows, and changes in
stockholders' equity for the periods then ended, as well as the
cumulative period from December 31, 1998, in conformity with
generally accepted accounting principles.
David Coffey, C.P.A.
Las Vegas, Nevada
August 14, 2000
<PAGE> 1
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
June 30, 2000 June 30, 1999
------------- -------------
ASSETS
Cash $ 19,591 $ 200
Subscription receivable 25,000 30,000
----------- ---------
Total Assets $ 44,591 $ 30,200
=========== =========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 1,900 $ 12,900
----------- ---------
Total Liabilities 1,900 12,900
Stockholders' Equity
Common stock, authorized
50,000,000 shares at $.001
par value, issued and
outstanding 1,200,000 shares
and 500,000 shares,
respectively 1,200 500
Additional paid-in capital 85,750 21,950
Deficit accumulated during
the development stage (28,126) (4,179)
------------ ----------
Total Stockholders' Equity 42,691 17,300
Total Liabilities and
Stockholders' Equity $ 44,591 30,200
=========== ==========
The accompanying notes are an integral part of
these financial statements.
<PAGE> 2
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
From Inception,
Jan. 1, 2000, Jan 1, 1999, to Dec. 31, 1998, to
June 30, 2000 June 30, 1999 June 30, 2000
----------------------------------------------------
Income $ 0 $ 0 $ 0
Expenses
Organizational expense 0 0 400
Consulting 34,045 0 34,000
Professional fees 2,500 1,000 3,500
Adminis. & secretarial 2,500 3,750 6,250
Office expenses 45 0 109
----------- ----------- -----------
Total expenses 39,045 4,750 44,259
Net loss (39,045) (4,750) (44,259)
===========
Retained earnings,
beginning of period ( 464) (400)
---------- ------------
Deficit accumulated during
the development stages (39,509) $ (5,150)
========== =============
Earnings (loss) per share
assuming dilution:
Net loss $ (0.08) $ (0.02) $ (0.11)
=========== ============ ===========
Weighted average shares
outstanding 500,000 300,000 421,053
=========== ============ ===========
The accompanying notes are an integral part of
these financial statements.
<PAGE> 3
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 31, 1998
(Date of Inception) TO JUNE 30, 2000
Common Stock Additional Total
Shares Amount Paid-In
Capital
------------------ ---------- --------
Issuance of common stock
for cash Dec., 1998 200,000 $ 100 $ 0 $ 200
Less net loss 0 0 0 (400)
------- ------- -------- --------
Balance, Dec. 31, 1998 200,000 200 0 (200)
Issuance of common stock
for cash May, 1999 300,000 300 29,900 30,000
Less offering costs 0 0 (7,750) (7,750)
Less net loss 0 0 0 (4,814)
------- ------- -------- ---------
Balance, Dec. 31, 1999 500,000 500 21,950 17,236
Issuance of common stock
for cash Jan., 2000 250,000 250 21,950 25,000
Issuance of common stock
for cash Feb., 2000 4,000 4 24,750 400
Issuance of common stock
for cash June, 2000 196,000 196 19,404 19,600
Subscription paid in
July, 2000, June, 2000 250,000 250 24,750 25,000
Less offering costs 0 0 (5,500) (5,500)
Less net loss 0 0 0 (39,045)
-------- -------- -------- ---------
Balance, June 30, 2000 1,200,000 $ 1,200 $ 85,750 $ 42,691
========= ======== ======== ========
The accompanying notes are an intregal part of
these financial statements
<PAGE> 4
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
From Inception,
Jan. 1, 2000, to Jan. 1, 1999, to Dec. 31, 1998, to
June 30, 2000 June 30, 1999 June 30, 2000
-----------------------------------------------------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ (39,045) $ (4,750) $ (44,259)
Non-cash items included
in net loss 0 0 0
Adjustments to reconcile
net loss to cash used
by operating activity
Accounts payable (11,000) 12,500 1,900
Subscription receivable (25,000) (30,000) (25,000)
-------- ---------- -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (75,045) (22,250) (67,359)
CASH FLOWS USED BY
INVESTING ACTIVITIES 0 0 0
-------- ---------- -----------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock 700 300 1,200
Paid-in capital 69,500 29,700 99,000
Less offering costs (5,500) (7,750) (13,250)
-------- ---------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 64,500 22,250 86,950
-------- ---------- -----------
NET INCREASE IN CASH (10,545) 0 $ 19,591
CASH AT BEGINNING OF PERIOD 30,136 200
-------- ----------
CASH AT END OF PERIOD $ 19,591 $ 200
======== ==========
The accompanying notes are an integral part of
these financial statements
<PAGE> 5
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000, AND JUNE 30, 1999
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on December 31, 1998, under
the laws of the State of Nevada. The business purpose of the
Company is to acquire and develop oil and gas leases and,
secondarily, to acquire and develop mineral properties.
The Company will adopt accounting policies and procedures
based upon the nature of future transactions.
NOTE B OFFERING COSTS
Offering costs are reported as a reduction in the amount of
paid-in capital received for sale of the shares.
NOTE C EARNINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the
weighted average shares outstanding during the period. Diluted
EPS is computed by dividing net income by the weighted average
shares outstanding, assuming all dilutive potential common
shares were issued. Since the Company has no common shares that
are potentially issuable, such as stock options, convertible
securities or warrants, basic and diluted EPS are the same.
NOTE D STOCK OFFERINGS
The Company sold shares of its common stock for $.10 per
share as follows:
May, 1999 300,000 for $30,000
January, 2000 250,000 for $25,000
February, 2000 4,000 for $ 400
June, 2000 196,000 for $19,000
June, 2000 250,000 for $25,000
The net proceeds will be used to acquire and develop oil and gas
leases and, secondarily, to acquire and develop mineral
properties.
<PAGE> 6
TUNDRA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000, AND JUNE 30, 1999
(Continued)
NOTES E SUBSEQUENT EVENTS
On August 14, 2000, the Company approved an offering of
900,000 shares of its common stock at $1.00 per share pursuant
to the exemption from registration requirements of the
Securities Act provided by Section 4(2) thereof, and Rule 506 of
Regulation D.
<PAGE> 7
PART III
ITEMS 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION
Exhibit
Number Description
------- ---------------------------------------------------
3.1 Articles of Incorporation of TUNDRA RESOURCES, INC.
3.2 By-Laws of TUNDRA RESOURCES, INC.
SIGNATURES
In accordance with Section 12 of the Securities Exchange
Act of 1934, the registrant has caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
TUNDRA RESOURCES, INC.
(Registrant)
Date: September 29, 2000 By: /s/ James R. Ardoin
--------------------------------
James R. Ardoin
President, CEO and duly
authorized officer
