UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g)
of the Securities Exchange Act of 1934
0-31661
Commission File No.
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") is a small business
which 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 pre-exploration stage mining 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 does not own any property interests. The Company is a pre-
exploration stage 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, specifically, the following official records of Mojave County
claim numbers: 95052751; 95052752; 95052753; and 95052754 which are owned by
Howard Satler of Kingman, Arizona. There is no problems anticipated in the
acquisition of these specific claims. First Nevada Group has approved
financing and the acquisition will be completed in the first quarter of 2001.
The Company has no legal relationships with First Nevada Group. However,
they have financed another mining company to the sum of $450,000, and do like
the company's proposed acquisition property.
In the next twelve months, the Company will conduct assays on subject
mining claims and depending upon the reports, will consider additional
financing if the reports warrant further development. There is no guarantee
the property has any mineral content or that the Company would be successful
in seeking further financing even if there is mineral content present.
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%, 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.
While the Company has raised capital to meet its working capital and
financing needs, additional financing is required in order to complete the
business plan. The Company is seeking financing, in the form of equity and
debt in order to provide working capital. There are no assurances the Company
will be successful in raising the funds required.
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
leasehold property 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
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.
First Nevada Group has undertaken to provide adequate cash flow for the
Company for a 36 month period pending completion of the Joint Venture
Agreement which will be completed upon acquisition of subject property in the
first quarter of 2001.
Management has discussed their net loss and accumulated deficit and the
Company has received no revenue from operations during the two-year period
preceding the filing of its Form 10. Since the Company is still in the pre-
exploration stage its income and expenses were nominal.
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 pre-exploration 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.
The Company will have to raise additional capital in the next twelve
months from close friends and business associates on a private placement
basis pursuant to Rule 505 or 506 dependent upon the advice of counsel. As
of December 31, 2000, the Company had nominal working capital and results. In
order to satisfy the liquidity needs of the Company for the following twelve
months, the Company will be primarily dependent upon proceeds from the sale
of the Company's common stock and possible future cash flow from operations.
Since the Company is in its pre-exploration stage and has not entered into
any contracts, attracted clientele or otherwise engaged in any activity that
would generate revenue at this time, the Company does not currently have the
revenue necessary to fund future operations of the Company. If the Company is
unable to obtain adequate funds from the sale of its stock in public
offerings, private placements, or alternative financing arrangements, it may
be necessary to postpone any acquisitions or the Company's ability to obtain
Letters of Credit. The Company, under such circumstances, would resort to
using cash flow for internal growth.
While the Company has raised capital to meet its working capital and
financing needs, additional financing is required in order to complete the
business plan. The Company is seeking financing, in the form of equity and
debt in order to provide working capital. There are no assurances the Company
will be successful in raising the funds required.
The Company has issued shares of its Common Stock from time to time in
the past to satisfy certain obligations and expects in the future to also
acquire certain services, satisfy indebtedness and/or make acquisitions
utilizing authorized shares of the capital stock of the Company. If
operations and cash flow can be improved through these efforts, management
believes that the Company's liquidity problems will be resolved and that the
Company can continue to operate. However, no assurance can be given that
management's actions will result in profitable operations.
The plan of the Company is to raise more financing as soon as the
Company's shares are approved for trading to enable the Company to enter into
purchase and supply contracts.
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, 2000, 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, 2000, 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.
Mr. Ardoin's business experience during the past 5 years is as follows:
January 1995 through June 1999 Mr. Ardoin was formally employed by Can-
Cal Resources, Ltd. as a free-lance consultant in mineral extraction.
Conducting research development and explorations on approximately 2,560
acres of Arizona property near Wickieup, Arizona.
Conducting laboratory testing including teaching techniques and
processes for the extractions of precious metals for Can-Cal Resources, Inc.
and other smaller natural resource companies.
Establishing an extracting methodology for the Tundra Ore material.
July 1999 to present
Extensive exploration and research in the Philippines involving a
precious metal property.
ITEM 6. EXECUTIVE COMPENSATION
There has been no executive compensation in any form to date due to the
lack of working capital in the Company. Once the Company has become
economically viable, an employment agreement will be entered into with a
comparable salary standard in the industry.
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"). Each shareholder is
entitled to one vote for each share of common stock. There are no special
voting or pre-emptive rights. As of November 30, 2000 1,229,830 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 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.
Our common stock is covered by a Securities and Exchange Commission rule
that imposes additional sales practice requirements on broker-dealers who
sell such securities to persons other than established and accredited
investors, generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. For transactions cover by
the rule, the broker-dealer must make a special suitability determination for
the purchaser and transaction prior to sale. Consequently, the rule may
affect the ability of purchasers of our stock to sell their shares in the
secondary market. It may also cause less broker dealers willing to make a
market and it may affect the level of news coverage we receive.
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 2. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against the Company has been
threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its formation, and
Management has had no disagreements with the findings of its accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
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
On August 10, 2000, the Company approved an offering of 900,000 shares
of its common stock at $1.00 per share pursuant to exemption from
registration requirements of the Securities Act provided by Section 4(2)
thereof, and Rule 506 of Regulation D. From that offering the Company sold
of its common stock as follows:
August, 2000 28,830 for $28,830
September, 2000 1,000 for $ 1,000
The net proceeds will be used to acquire and develop oil and gas leases
and, secondarily, to acquire and develop mineral properties.
For each transaction the class of persons acquiring the shares were
individual residents of the State of Nevada. There are no trusts or
corporate shareholders. None of the purchasers are affiliated with the
Company.
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 PRE-EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND SEPTEMBER 20, 1999
<PAGE>
TABLE OF CONTENTS
Page Number
-----------
INDEPENDENT ACCOUNTANT'S REPORT ............ 1
FINANCIAL STATEMENT
Balance Sheets........................ 2
Statements of Operations and Deficit
Accumulated During the Pre-exploration
Stage................................. 3
Statement of Changes in Stockholders'
Equity................................ 4
Statements of Cash Flows.............. 5
Notes to the Financial Statements..... 6-7
<PAGE>
David E. Coffey
Certified Public Accountant
3651 Lindell Road, Suite I
Las Vegas, Nevada 89103
(702) 871-3979
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 pre-exploration stage company) as of September 30, 2000, and
December 31, 1999, and the related statements of operations, cash flows, and
changes in stockholders' equity for the period from December 31, 1998, the
year ended December 31, 1999, the comparative nine months ended September 30,
2000 and 1999 and the cumulative period from December 31, 1998 (date of
inception) through September 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
September 30, 2000, and December 31, 1999, and the results of operations,
cash flows, and changes in stockholders' equity for the periods then ended
December 31, 1998, the year ended December 31, 1999, and the comparative nine
months ended September 30, 2000 and 1999, and cumulative period from December
31, 1998 (date of inception) through September 30, 2000, in conformity with
generally accepted accounting principles.
David Coffey, C.P.A.
Las Vegas, Nevada
October 24, 2000
<PAGE> 1
TUNDRA RESOURCES, INC.
(A PRE-EMPLORATION STAGE COMPANY)
BALANCE SHEETS
Sept. 30, 2000 Dec. 31, 1999
-------------- --------------
ASSETS
Cash $ 70,938 $ 30,136
Deposits 150 0
----------- ---------
Total Assets $ 71,088 $ 30,136
=========== =========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 4,150 $ 12,900
----------- ---------
Total Liabilities 4,150 12,900
Stockholders' Equity
Common stock, authorized
50,000,000 shares at $.001
par value, issued and
outstanding 1,229,830 shares
and 500,000 shares,
respectively 1,230 500
Additional paid-in capital 114,414 21,950
Deficit accumulated during
the pre-exploration stage (48,706) (5,214)
------------ ----------
Total Stockholders' Equity 69,938 17,236
Total Liabilities and
Stockholders' Equity $ 71,088 30,136
=========== ==========
The accompanying notes are an integral part of
these financial statements.
<PAGE> 2
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE PRE-EXPLORATION STAGE
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
Nine month period ending: Twelve month From inception, From inception,
------------------------------ period ending Dec. 31, 1998 to Dec. 31, 1998 to
Sept. 31, 2000 Sept. 30, 1999 Dec. 31, 1999 Dec. 31, 1998 Sept. 30, 2000
-------------- -------------- ------------- ---------------- ----------------
</CAPTION>
<S> <C> <C> <C> <C> <C>
Interest Income $ 161 $ 0 $ 0 $ 0 $ 161
Expenses
Organizational expense 0 0 0 400 400
Consulting 34,000 0 0 0 34,000
Professional fees 6,500 1,000 1,000 0 7,500
Adminis. & secretarial 2,500 3,750 3,750 0 6,250
Licenses and fees 250 0 0 0 250
Rent 368 0 0 0 368
Office expenses 35 0 64 0 99
----------- ----------- ------------- ------------- --------------
Total expenses 43,653 4,750 4,814 400 48,867
Net loss $ (43,653) $ (4,750) $ (4,814) $ (400) $ (48,706)
============ ============ ============= ============= ==============
Earnings (loss) per share
assuming dilution:
Net loss $ (0.05) $ (0.01) $ (0.01) $ 0.00 $ (0.08)
============ ============ ============= ============= ==============
Weighted average shares
outstanding 958,296 366,667 400,000 200,000 619,303
=========== =========== ============= ============= ==============
</TABLE>
The accompanying notes are an integral part of
these financial statements.
<PAGE> 3
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 31, 1998 (Date of Inception) TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Common Stock Additional Deficit Total
Shares Amount Paid-In accumulated
Capital during the
Pre-exploration
Stage
-------- --------- ---------- ------------ ---------
</CAPTION>
<S> <C> <C> <C> <C> <C>
Issuance of common stock
for cash Dec., 1998 200,000 $ 200 $ 0 $ 0 $ 200
Less net loss 0 0 0 (400) (400)
------- ------- -------- --------- ---------
Balance, Dec. 31, 1998 200,000 200 0 (400) (200)
Issuance of common stock
for cash May, 1999 300,000 300 29,700 0 30,000
Less offering costs 0 0 (7,750) 0 (7,750)
Less net loss 0 0 0 (4,814) (4,814)
------- -------- -------- --------- ----------
Balance, Dec. 31, 1999 500,000 $ 500 $ 21,950 $ (5,214) $ 17,236
======== ======== ======== ========= ==========
Issuance of common stock
For cash, Jan., 2000 250,000 250 24,750 0 25,000
Issuance of common stock
For Cash, Feb., 2000 4,000 4 396 0 400
Issuance of common stock
For Cash, June, 2000 196,000 196 19,404 0 19,600
Issuance of common stock
For Cash, June, 2000 250,000 250 24,750 0 25,000
Issuance of common stock
For Cash, August, 2000 28,830 29 28,801 0 28,830
Issuance of common stock
For Cash, September, 2000 1,000 1 999 0 1,000
Less offering costs 0 0 (6,636) 0 (6,636)
Less net loss 0 0 0 (43,492) (43,492)
---------- -------- --------- ---------- -----------
Balance, Sept 30, 2000 1,229,830 $ 1,230 $ 114,414 $ (48,706) $ 66,938
========== ======== ========= ========== ===========
</TABLE>
The accompanying notes are an intregal part of
these financial statements
<PAGE> 4
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
Nine month period ending: Twelve month From inception, From inception,
------------------------------ period ending Dec. 31, 1998 to Dec. 31, 1998 to
Sept. 31, 2000 Sept. 30, 1999 Dec. 31, 1999 Dec. 31, 1998 Sept. 30, 2000
-------------- -------------- ------------- ---------------- ----------------
</CAPTION>
<S> <C> <C> <C> <C> <C>
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ (43,492) $ (4,750) $ (4,814) $ (400) $ (48,706)
Non-cash items included
in net loss 0 0 0 0 0
Adjustments to reconcile
net loss to cash used by
operating activity
Deposits (150) 0 0 0 (150)
Accounts Payable (8,750) 12,250 12,250 400 4,150
Subscription receivable 0 (30,000) 0 0 0
------------ -------------- ------------- ------------- --------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (52,392) (22,250) 7,686 0 (44,706)
CASH FLOWS USED BY
INVESTING ACTIVITIES 0 0 0 0 0
------------- -------------- ------------- ------------- --------------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0 0 0
CASH FLOWS FROM
FINANCIAL ACTIVITIES
Sale of common stock 730 300 300 200 1,230
Paid-in capital 99,100 29,700 29,700 0 128,800
Less offering costs (6,636) (7,750) (7,750) 0 (14,386)
------------- -------------- ------------- ------------- --------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 99,194 22,250 22,250 200 115,644
------------- -------------- ------------- ------------- --------------
NET INCREASE IN CASH 40,802 0 29,936 200 $ 70,938
CASH AT BEGINNING OF ==============
PERIOD 30,136 200 200 200
------------ -------------- ------------- -------------
CASH AT END OF PERIOD $ 70,938 $ 200 $ 30,136 $ 200
============= =============== ============= ==============
</TABLE>
The accompanying notes are an integral part of
these financial statements.
<PAGE> 5
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND SEPTEMBER 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 ISSUANCE OF COMMON STOCK
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
On August 10, 2000, the Company approved an offering of 900,000 shares
of its common stock at $1.00 per share pursuant to exemption from
registration requirements of the Securities Act provided by Section 4(2)
thereof, and Rule 506 of Regulation D. From that offering the Company sold
of its common stock as follows:
August, 2000 28,830 for $28,830
September, 2000 1,000 for $ 1,000
The net proceeds will be used to acquire and develop oil and gas leases
and, secondarily, to acquire and develop mineral properties.
All of the above issuance of securities were issued in reliance on
Section 4(2) of the Securities Act.
<PAGE> 6
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999
(Continued)
NOTES E RENTAL AGREEMENT
In July of 2000 the Company entered into an agreement to rent office
space for $150.00 per month on a month-to-month basis.
<PAGE> 7
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
<PAGE>
TABLE OF CONTENTS
Page
INDEPENDENT ACCOUNTANT'S REPORT ............ 1
FINANCIAL STATEMENT
Balance Sheets........................ 2
Statements of Operations and Deficit
Accumulated During the Pre-exploration
Stage................................. 3
Statement of Changes in Stockholders'
Equity................................ 4
Statements of Cash Flows.............. 5
Notes to the Financial Statements..... 6-7
<PAGE>
David E. Coffey
Certified Public Accountant
3651 Lindell Road, Suite I
Las Vegas, Nevada 89103
(702) 871-3979
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 pre-exploration stage company) as of December 31, and December 31,
1999, and the related statements of operations, cash flows, and changes in
stockholders' equity for the years ended December 31, 2000 and 1999, and the
cumulative period from December 31, 1998(date of inception) through December
31, 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
December 31, 2000 and December 31, 1999 and the results of operations, cash
flows, and changes in stockholders' equity for the years ended December 31,
2000 and 1999, and the cumulative period from December 31, 1998 (date of
inception) through December 31, 2000, in conformity with generally accepted
accounting principles.
David Coffey, C.P.A.
Las Vegas, Nevada
January 2, 2001
<PAGE> 1
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
BALANCE SHEETS
Dec. 31, 2000 Dec. 31, 1999
------------- -------------
ASSETS
Cash $ 69,669 $ 30,136
Prepaid expenses 450 0
Deposits 150 0
----------- ---------
Total Assets $ 70,269 $ 30,136
=========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 6,150 $ 12,900
----------- ---------
Total Liabilities 6,150 12,900
Stockholders' Equity
Common stock, authorized
50,000,000 shares at $.001
par value, issued and
outstanding 1,229,830 shares
and 500,000 shares,
respectively 1,230 500
Additional paid-in capital 114,414 21,950
Deficit accumulated during
the pre-exploration stage (51,525) (5,214)
------------ ----------
Total Stockholders' Equity 64,119 17,236
Total Liabilities and
Stockholders' Equity $ 70,269 30,136
=========== ==========
The accompanying notes are an integral part of
these financial statements.
<PAGE> 2
**
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE PRE-EXPLORATION STAGE
(With Cumulative Figures From Inception)
From Inception,
Year ended Year Ended Dec. 31, 1998, to
Dec. 31, 2000 Dec. 31, 1999 Dec. 31, 2000
----------------------------------------------------
Income $ 564 $ 0 $ 564
Expenses
Organizational expense 0 0 400
Consulting 34,000 0 34,000
Professional fees 9,000 1,000 10,000
Adminis. & secretarial 2,500 3,750 6,250
Licenses and fees 477 0 477
Rent 818 0 818
Office expenses 80 64 144
----------- ----------- -----------
Total expenses 46,875 4,814 52,089
Net loss (46,311) (4,814) (51,525)
$========== $========== $==========
Earnings (loss) per share
assuming dilution:
Net loss $ (0.05) $ (0.01) $ (0.07)
=========== ============ ===========
Weighted average shares
outstanding 1,026,179 400,000 692,566
=========== ============ ===========
The accompanying notes are an integral part of
these financial statements.
<PAGE> 3
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 31, 1998
(Date of Inception) TO SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Common Stock Additional Deficit Total
Shares Amount Paid-In accumulated
Capital during the
Pre-exploration
Stage
------------------ ---------- ------------ ---------
</CAPTION>
<S> <C> <C> <C> <C> <C>
Issuance of common stock
for cash Dec., 1998 200,000 $ 200 $ 0 $ 0 $ 200
Less net loss 0 0 0 (400) (400)
------- ------- -------- --------- ---------
Balance, Dec. 31, 1998 200,000 200 0 (400) (200)
Issuance of common stock
for cash May, 1999 300,000 300 29,700 0 30,000
Less offering costs 0 0 (7,750) 0 (7,750)
Less net loss 0 0 0 (4,814) (4,814)
------- -------- -------- --------- ----------
Balance, Dec. 31, 1999 500,000 $ 500 $ 21,950 $ (5,214) $ 17,236
======== ======== ======== ========= ==========
Issuance of common stock
For cash, Jan., 2000 250,000 250 24,750 0 25,000
Issuance of common stock
For Cash, Feb., 2000 4,000 4 396 0 400
Issuance of common stock
For Cash, June, 2000 196,000 196 19,404 0 19,600
Issuance of common stock
For Cash, June, 2000 250,000 250 24,750 0 25,000
Issuance of common stock
For Cash, August, 2000 28,830 29 28,801 0 28,830
Issuance of common stock
For Cash, September, 2000 1,000 1 999 0 1,000
Less offering costs 0 0 (6,636) 0 (6,636)
Less net loss 0 0 0 (46,311) (46,311)
---------- -------- --------- ---------- -----------
Balance, Sept 30, 2000 1,229,830 $ 1,230 $ 114,414 $ (51,525) $ 64,119
========== ======== ========= ========== ===========
</TABLE>
The accompanying notes are an intregal part of
these financial statements
<PAGE> 4
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
From Inception,
Year ended Year Ended Dec. 31, 1998, to
Dec. 31, 2000 Dec. 31, 1999 Dec. 31, 2000
-----------------------------------------------------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ (46,311) $ (4,814) $ (51,525)
Non-cash items included
in net loss 0 0 0
Adjustments to reconcile
net loss to cash used
by operating activity
Prepaid expenses increase (450) 0 (450)
Deposits (150) 0 (150)
Accounts payable
increase (decrease) (6,750) 12,500 6,150
---------- ------------ -------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (53,661) 7,686 (45,975)
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 730 300 1,230
Paid-in capital 99,100 29,700 128,800
Less offering costs (6,636) (7,750) (14,386)
-------- ---------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 93,194 22,250 115,644
-------- ---------- -----------
NET INCREASE IN CASH 39,533 29,936 $ 69,669
===========
CASH AT BEGINNING OF PERIOD 30,136 200
-------- ----------
CASH AT END OF PERIOD $ 69,669 $ 30,136
======== ==========
The accompanying notes are an integral part of
these financial statements
<PAGE> 5
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 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 ISSUANCE OF COMMON STOCK
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
On August 10, 2000, the Company approved an offering of 900,000 shares of its
common stock at $1.00 per share pursuant to exemption from registration
requirements of the Securities Act provided by Section 4(2) thereof, and Rule
506 of Regulation D. From that offering the Company sold of its common stock
as follows:
August, 2000 28,830 for $28,830
September, 2000 1,000 for $ 1,000
The net proceeds will be used to acquire and develop oil and gas leases
and, secondarily, to acquire and develop mineral properties.
All of the above issuance of securities were issued in reliance on
Section 4(2) of the Securities Act.
<PAGE> 6
TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999
(Continued)
NOTES E RENTAL AGREEMENT
In July of 2000 the Company entered into an agreement to rent office
space for $150.00 per month on a month-to-month basis.
<PAGE> 7
PART III
ITEMS 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION
Exhibit
Number Description
------ ---------------------------------------------------
3.1 Refer to the Articles of Incorporation of TUNDRA RESOURCES, INC.
as filed on October 2, 2000 in the registration statement
3.2 Refer to the By-Laws of TUNDRA RESOURCES, INC. as filed
On October 2, 2000 in the registration statement
27 Refer to the Financial Data Schedule as filed
on December 1, 2000 in the Amended registration statement.
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: January 5, 2001 By: /s/ James R. Ardoin
--------------------------------
James R. Ardoin
President, CEO and duly
authorized officer
