U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarter ended September 30, 2000
--------------------------------------------------------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission File No.
VANADIUM INTERNATIONAL, INC
--------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 88-0402908
---------------------- -------------------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
2525 Sharon Way
Reno, NV 89509
----------------------------
(Address of Principle Executive Offices)
Issuer's Telephone Number: (775) 826-5445
Check whether the Issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Company was required to file such reports). And (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
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Page 2
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each Issuer's classes of common
equity, as of the latest practicable date:
September 30, 2000: Common Stock - 20,981,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in Item
6 of this report.
Transitional Small Business Issuer Format Yes No X
----- -----
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VANADIUM INTERNATIONAL, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements:
Balance Sheets as of September 30, 2000 and
December 31, 1999 5
Statements of Operations for the nine months ended September 30, 2000 and
September 30, 1999, for the three months ended September 30, 2000 and
September 30, 1999 and from Inception through September 30, 2000 6
Statements of Cash Flow for the nine months ended September 30, 2000 and
September 30, 1999, for the three months ended September 30, 2000 and
September 30, 1999 and from Inception through September 30, 2000 7
Statements of Stockholder's Equity for the period August 24, 1998 (Date of
Incorporation) to September 30, 2000 9
Notes to Financial Statements for the nine months ended September 30, 2000
and September 30, 1999, for the three months ended September 30, 2000 and
September 30, 1999 and from Inception through September 30, 2000 10
Item 2. Management's Plan of Operations 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Securities Holders
13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8 - K 13
Signatures 13
FINANCIAL SUMMARY - EXHIBIT 27 14
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The Financial Statements of the Company required to be filed with this 10-QSB
Quarterly Report were prepared by management and commence on the following page,
together with related Notes. In the opinion of management, these Financial
Statements fairly present the financial condition of the Company, but should be
read in conjunction with the Financial Statements of the Company for the year
ended December 31, 1999 and for the quarters ended March 31, 2000 and June 30,
2000 previously filed with the Securities and Exchange Commission.
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Page 5
VANADIUM INTERNATIONAL, INC.
(FORMERLY U.S. VANADIUM CORP.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
September 30, 2000 and
December 31, 1999
Sep. 30, Dec. 31,
CURRENT ASSETS 2000 1999
CASH $ 91 $ 90
PREPAID EXPENSES - -
--------- ---------
TOTAL CURRENT ASSETS $ 91 $ 90
MINERAL ACQUISITIONS
MINERAL PROPERTY $ 100,000 $ 100,000
DEFERRED EXPLORATION - -
--------- ---------
TOTAL ASSETS $ 100,091 $ 100,090
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 10,632 $ 40,099
DUE TO RELATED PARTIES $ 1,020 $ 42,885
OTHER LIABILITIES $ 38,690 $ -
--------- ---------
TOTAL CURRENT LIABILITIES $ 50,342 $ 82,984
--------- ---------
NOTES PAYABLE
- -
--------- ---------
TOTAL LIABILITIES $ 50,342 $ 82,984
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIENCY)
SHARE CAPITAL - NOTE 2
AUTHORIZED:
80,000,000 common shares, $0.01 par value
20,000,000 preferred shares, $0.01 par value
ISSUED:
20,981,000 common shares $ 249,500 $ 149,500
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE $ (199,751) $ (132,394)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) $ 49,749 $ 17,106
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 100,091 $ 100,090
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
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VANADIUM INTERNATIONAL, INC.
(FORMERLY U.S. VANADIUM CORP.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2000 AND
SEPTEMBER 30, 1999 AND FOR THE PERIOD AUGUST 24, 1998 (INCEPTION) THROUGH
SEPTEMBER 30, 2000
UNAUDITED
<TABLE>
<CAPTION>
THREE THREE NINE NINE AUG 24, 1998
MONTHS MONTHS MONTHS MONTHS (DATE OF
ENDED SEPT ENDED SEPT ENDED SEPT ENDED SEPT INCEPTION TO
30, 2000 30, 1999 30, 2000 30, 1999 SEPT 30, 2000
<S> <C> <C> <C> <C> <C>
OPERATING EXPENSES $ 40,071 $ 15,670 $ 67,357 $ 53,453 $ 180,807
EXPLORATION & DEV - - - - $ 18,944
--------- --------- --------- --------- ---------
NET (LOSS) $ 40,071 $ 15,670 $ 67,357 $ 53,453 199,751
DEFICIT BEGINNING OF PERIOD 159,680 91,320 132,394 53,537 -
DEFICIT END OF PERIOD $ 199,751 $ 106,990 $ 199,751 $ 106,990 $ 199,751
--------- --------- --------- --------- ---------
BASIC AND DILUTED LOSS PER SHARE $ 0.01 $ 0.01 $ 0.01 $ 0.01 $ 0.01
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
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VANADIUM INTERNATIONAL, INC.
(FORMERLY U.S. VANADIUM CORP.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS AND NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2000 AND
SEPTEMBER 30, 1999 AND FOR THE PERIOD AUGUST 24, 1998 (INCEPTION) THROUGH
SEPTEMBER 30, 2000
UNAUDITED
<TABLE>
<CAPTION>
THREE THREE NINE NINE AUG 24, 1998
MONTHS MONTHS MONTHS MONTHS (DATE OF
ENDED SEPT ENDED SEPT ENDED SEPT ENDED SEPT INCEPTION TO
30, 2000 30, 1999 30, 2000 30, 1999 SEPT 30, 2000
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
NET (LOSS) $ (40,071) $ (15,670) $ (67,357) $ (53,453) $ (199,751)
ADD: ITEMS NOT
AFFECTING CASH
SHARES ISSUED
FOR EXPL. & DEV.
- - - - $ 10,000
--------- --------- --------- --------- ---------
$ (40,071) $ (15,670) $ (67,357) $ (53,453) $ (189,751)
CHANGES IN NON-
CASH WORKING
CAPITAL ITEMS
ACCOUNTS PAYABLE $ 3,332 $ 2,917 $ (29,467) $ (1,775) $ 10,632
DUE TO RELATED
PARTIES $ 1,020 $ 12,000 $ (41,865) $ 26,504 $ 1,020
OTHER
LIABILITIES $ 34,918 $ 3,600 $ 38,690 $ 7,372 $ 38,690
ACCOUNTS
RECEIVABLE - - - - -
--------- --------- --------- --------- ---------
NET CASH (USED) BY
OPERATING
ACTIVITIES $ (801) $ (2,847) $ (99,999) $ (21,352) $ (139,409)
--------- --------- --------- --------- ---------
CASH FLOW FROM
INVESTING
ACTIVITIES
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DEFERRED EXPLN
OF MINERAL PROP. - $ (3,600) - $ (4,775) -
ACQUISITION OF
LICENSE FEES - - - - $ (50,000)
NET CASH (USED) BY
INVESTMENT
ACTIVITIES - $ (3,600) - $ (4,775) $ (50,000)
--------- --------- --------- --------- ---------
CASH FLOWS FROM
FINANCING
ACTIVITIES
PROCEEDS FROM
ISSUANCE OF
COMMON SHARES - - $ 100,000 $ 9,000 $ 189,500
--------- --------- --------- --------- ---------
PRIVATE
PLACEMENT - - $ 100,000 - $ 100,000
--------- --------- --------- --------- ---------
NET CASH PROVIDED
BY FINANCING
ACTIVITIES
- - $ 100,000 9, 000 $ 189,500
--------- --------- --------- --------- ---------
NET INCREASE
(DECREASE) IN CASH $ (801) $ (753) $ 1 $ (17,127) $ 91
CASH AT BEGINNING
OF PERIOD $ 892 $ 1,081 $ 90 $ 17,455 -
CASH AT END OF
PERIOD $ 91 $ 328 $ 91 $ 328 $ 91
--------- --------- --------- --------- ---------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
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VANADIUM INTERNATIONAL, INC.
(FORMERLY U.S. VANADIUM CORP.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE THREE MONTHS AND NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2000 AND
SEPTEMBER 30, 1999 AND FOR THE PERIOD AUGUST 24, 1998 (INCEPTION) THROUGH
SEPTEMBER 30, 2000 (Stated in US Dollars)
<TABLE>
<CAPTION>
Common Shares # Par Value Additional Paid-in Deficit Accumulated Total
--------------- --------- -----
Capital During the
-------
Development Stage
-----------------
<S> <C> <C> <C> <C> <C>
Shares issued for seed
capital - at $0.025 560,000 $ 5,600 $ 8,400 $ - $ 14,000
Shares issued for
property - at $0.0333 1,500,000 15,000 35,000 - 50,000
9:1 stock dividend 18,540,000 - - - -
Shares issued pursuant
to offering memorandum
at $0.50 83,000 830 40,670 - 41,500
Shares issued for services
-at $0.25 100,000 1,000 24,000 - 25,000
Shares issued for less
than cost - - (15,000) - (15,000)
Shares issued for cash
-at $0.25 100,000 1,000 24,000 - 25,000
Net loss for the period - - - (53,537) (53,537)
Balance, 20,883,000 23,430 117,070 (53,537) 86,963
as at December 31, 1998
Shares issued for cash
pursuant to an offering
memorandum - at $0.50 18,000 180 8,820 - 9,000
Net loss for the year - - - (78,857) (78,857)
Balance, 20,901,000 23,610 125,890 (132,394) 17,106
as at December 31, 1999
Shares issued for cash
pursuant to a subscription
agreement -at $1.25 80,000 800 99,200 - 100,000
Net loss for the period - - - (67,357) (67,357)
---------- ---------- ---------- ---------- ---------
Balance, 20,981,000 $ 24,410 $ 225,090 $ (199,751) $ 49,749
========== ========== ========== ========== =========
as at September 30, 2000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
<PAGE>
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VANADIUM INTERNATIONAL, INC.
(FORMERLY U.S. VANADIUM CORP.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS AND NINE MONTHS PERIODS
ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999 AND FOR THE PERIOD AUGUST 24,
1998 (INCEPTION) THROUGH SEPTEMBER 30, 2000.
1. BASIS OF PRESENTATION
In the opinion of management, the unaudited financial statements reflect all
normally recurring adjustments necessary to fairly present the Company's
financial position and results of operations for the periods indicated. The
accompanying interim financial statements should be read in conjunction with
the financial statements and related notes included in the Company's 10-KSB
for the period ended December 31, 1999 and the 10QSBs for the periods ended
March 31, 2000 and June 30, 2000, which have been filed with the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in the Company's annual financial statements have been
omitted from the quarterly financial statements based upon Securities and
Exchange Commissions rules and regulations. Net loss per common and common
equivalent share was computed based on the net loss divided by the weighted
average number of common and common equivalent shares outstanding, unless
antidilutive, during the year presented.
2. FINANCING
Common Additional
Shares Paid-in
# Par Value Capital
------- --------- -------
Balance, December 31, 1999 20,901,000 $ 23,610 $ 125,890
-Private Placement at
@$1.25 per share 80,000 100,000
---------- -------- ---------
Balance, September 30, 2000 20,981,000 $ 23,610 $ 225,890
========== ========= =========
The capital raised was used to fund operations. The Company anticipates
needing additional capital to fund operations during the upcoming year. The
Company intends to raise additional funds through private financings, or
joint ventures to permit further property exploration and development of
various properties, and to move one of its properties into the development
and production stages within the next two years.
On March 15, 2000 the company executed a subscription agreement in reliance
upon the exemption from the registration requirements under the Securities
Act of 1933, as amended ("1933 Act"), afforded by Regulation S, as
promulgated by the Securities and Exchange Commission under the Act. The
agreement was for the sale of 80,000 shares of common stock of the company
and 80,000 common stock purchase warrants at a price of $1.25 per share and
per warrant share exercisable at any time until the expiration of the
warrants on the one-year anniversary of this agreement. As of June 30, 2000
the company acknowledges receipt of $100,000 in subscription funds.
On June 17, the company executed another subscription agreement for the sale
of 200,000 shares of common stock of the company at a price of $1.60 per
share, with no warrants. The subscription agreement was closed on July 31,
2000 and the company acknowledges that no funds were received and no stock
issued.
On August 1, 2000 the company executed another subscription agreement in
reliance upon the exemption from the registration requirements under the
Securities Act of 1933, as amended ("1933 Act"), afforded by Regulation S, as
promulgated by the Securities and Exchange Commission under the Act. The
agreement is for the sale of 200,000 shares of common stock of the company at
a price of $1.60 per share, with no warrants. The company acknowledges
conclusion of the subscription agreement in October, 2000 and that proceeds
totaling the amount of $320,000 have been received subsequent to the quarter
end.
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RELATED PARTY TRANSACTIONS
a) The Company was charged the following management fees and exploration and
development expenses by two directors of the company since inception:
Management Fees $68,000
Exploration and development expenses 16,819
Promotional & Travel
------
$84,819
As of September 30, 2000 the amount due to related
parties has been paid in full.
b) The company was charged the following promotional and travel expenses by a
shareholder since inception:
Promotional & Travel $12,103
Claim Fees $ 3,600
Consulting Fees $ 3,000
Office Expenses $ 2,180
Telephone $ 2,800
------
$23,683
In addition, the company received shareholder loans during the period
totaling $11,235.
As of September 30, 2000 the total amount owing to the shareholder is
$34,918.
2. DESCRIPTION OF SECURITIES
The authorized capital of the Company consists of 80,000,000 shares of
Common Stock, par value $.01, of which 20,981,000 are outstanding. The material
terms of the securities are as follows:
All of the authorized common shares of the Company are of the same class
and, once issued, rank equally as to dividends, voting powers and participation
in assets. Holders of common shares are entitled to one vote for each share held
of record on all matters to be acted upon by the shareholders. Holders of common
shares are entitled to receive such dividends as may be declared from time to
time by the Board of Directors, in its discretion, out of funds legally
available therefrom. No shares have been issued subject to call or assessment.
There are no preemptive or conversion rights and no provisions for redemption or
purchase for cancellation, surrender, or sinking or purchase funds, nor any
cumulative voting rights. The Directors of the Company may from time to time
declare and authorize payment of dividends, as they deem advisable. Subject to
the rights of members, all dividends on shares shall be declared and paid
according to the number of shares held. No dividends have been declared since
incorporation. The outstanding shares are fully paid and non-assessable.
A class of preferred stock has been authorized with a par value of $0.01.
No shares of preferred stock have been authorized for issuance by the Board of
Directors as of the date of this statement. The rights, privileges and
preferences of any series of preferred stock shall be determined by the Board of
Directors at the time of issuance.
There is no provision in the Company's Articles of Incorporation, as amended, or
Bylaws that would delay, defer, or prevent a change in control of the Company.
Item 2. Management's Plan of Operations
The Company is in its initial stages of exploration with no revenues or
income and is subject to all the risks inherent in the creation of a new
business. The Company has not yet had revenues from operations. Accordingly,
the following information centers upon the Company's plan of operation.
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The Company owns the mineral rights and surface rights to three
properties on which it believes are located commercially mineable vanadium
deposits. The three properties are referred to as the Gibellini, Bisoni, and
Bisoni-McKay properties. The Company believes, based on a Pre-Feasibility
Report and Pro Forma Cash Flow Study for the Gibellini, Bisoni, Bisoni-McKay
Vanadium Deposits in Eureka and Nye Counties, Nevada for the Company by Jules
Pierre LaPrairie, P.E., that the three properties contain approximately 19 to 21
million tons of 0.42% vanadium pentoxide hosted within Devonian black shale
facies.
To date, $23,719 has been spent by the company on exploration and
development expenses, including title research, claim staking and filing fees
with the State of Nevada and Counties, annual rental payments to the Bureau of
Land Management ($100 per claim), travel expenses for site visits to the
property, library research and acquisition of reports, data and investigations
from previous owners of the project.
The Company intends to continue with exploration and development of its
properties; although, the Company's focus for the next 18 months will be to have
one of its properties move into the production stage. Additional exploration
and development will occur on the first property to be exploited and on other
Company properties.
Major transactions and events during and subsequent to the period
-----------------------------------------------------------------
Subsequent to September 30, 2000 the company entered into a stock exchange and
plan of merger agreement with Cleartron Corporation Inc. ("Cleartron"), a Nevada
Corporation whereby the shareholders of Vanadium International Inc. will
exchange 17,000,000 outstanding shares for 100% of the outstanding shares of
Cleartron. This transaction requires all documents to be filed with the
Secretary of the State of Nevada for the transaction to be effective. This
submission has not yet occurred.
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Liquidity
To date the Company's activities have been financed primarily through the
sale of equity securities. No assurance can be given that the proceeds of the
private offering of the Company's securities or any other source of funding
described above will provide sufficient funds to undertake all of the Company's
planned project expansion for the next twelve months. It is anticipated that
significant additional funds will be required to complete the development of any
commercially viable project. There can be no assurance that the Company will be
able to obtain such additional financing, and whether the terms of such
financing would be favorable to the Company. Failure to obtain such financing
could be detrimental to the success of the project. No contracts or commitments
have been entered into at this time.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
During the first quarter the company negotiated a reduction in the
balance owing for legal fees which was reflected in a reduction in
expenses during the period.
Item 2. Changes in Securities and Use of Proceeds.
During the first, second and third quarters of 2000, the Company
did not issue any securities.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
As at September 30, 2000, 320,000 share purchase options are
outstanding. Each warrant entitles the holder to purchase one
additional share of the company at $0.75 per share until February
14, 2004.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
VANADIUM INTERNATIONAL INC
Date: 11/10/00 By: /s/ Dennis LaPrairie
President and Director
Date: 11/10/00 By: /s/ George Weinstein
Secretary/Treasurer and Director
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