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 June 30, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1.000-2575
VANADIUM INTERNATIONAL, INC
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(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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(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:
June 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 June 30, 2000 and
December 31, 1999 5
Statements of Operations for the six months ended
June 30, 2000 and June 30, 1999,
for the three months ended June 30, 2000 and June 30, 1999
and from Inception through June 30, 2000 6
Statements of Cash Flow for the six months ended
June 30, 2000 and June 30, 1999, for the three months
ended June 30, 2000 and June 30, 1999 and from
Inception through June 30, 2000 7
Notes to Financial Statements for the six months
ended June 30, 2000 and June 30, 1999, for the three
months ended June 30, 2000 and June 30, 1999 and from
Inception through June 30, 2000 9
Item 2. Management's Plan of Operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Securities Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8 - K 11
Signatures 11
FINANCIAL SUMMARY - EXHIBIT 27 12
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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 quarter ended March 31, 2000 previously
filed with the Securities and Exchange Commission.
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VANADIUM INTERNATIONAL, INC.
(FORMERLY U.S. VANADIUM CORP.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
June 30, 2000 and December 31, 1999 ASSETS
CURRENT ASSETS June 30, 2000 Dec 31,1999
CASH $ 896 $ 90
PREPAID EXPENSES - -
----------- -----------
TOTAL CURRENT ASSETS $ 896 $ 90
MINERAL ACQUISITIONS
MINERAL PROPERTY $ 100,000 $ 100,000
DEFERRED EXPLORATION - -
----------- -----------
TOTAL ASSETS $ 100,896 $ 100,090
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 7,314 $ 40,099
DUE TO RELATED PARTIES - $ 42,885
OTHER LIABILITIES $ 3,772 -
SHAREHOLDER LOANS - -
----------- -----------
TOTAL CURRENT LIABILITIES $ 11,086 $ 82,984
----------- -----------
NOTES PAYABLE - -
----------- -----------
TOTAL LIABILITIES $ 11,086 $ 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 $ 23,610 $ 23,610
CONTRIBUTED SURPLUS $ 225,890 $ 125,890
DEFICIT ACCUMULATED DURING THE
DEVELOPMENT STAGE $ (159,690) $ (132,394)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) $ 89,810 $ 17,106
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 100,896 $ 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 SIX MONTHS PERIODS ENDED JUNE 30, 2000 AND JUNE 30,
1999 AND FOR THE PERIOD AUGUST 24, 1998 (INCEPTION) THROUGH MARCH 31, 2000
UNAUDITED
THREE THREE AUG 24, 1998
MONTHS MONTHS SIX MONTHS SIX MONTHS (DATE OF
ENDED JUNE ENDED JUNE ENDED JUNE ENDED JUNE INCEPTION TO
30, 2000 30, 1999 30, 2000 30, 1999 JUN 30, 2000
SALES
COST OF SALES - - - - -
--------- --------- --------- --------- ---------
GROSS PROFIT - - - -
OPERATING
EXPENSES
$ 15,483 $ 16,672 $ 27,296 $ 37,783 $ 103,529
EXPLORATION
& DEV - - - - $ 18,944
--------- --------- --------- --------- ---------
NET (LOSS) $(15,483) $(16,672) $(27,296) $(37,783) $(122,473)
BASIC AND
DILUTED LOSS
PER SHARE $ (0.00) $ (0.00) $ (0.01) $ (0.01) $ (0.005)
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 SIX MONTHS PERIODS ENDED JUNE 30, 2000 AND JUNE 30,
1999 AND FOR THE PERIOD AUGUST 24, 1998 (INCEPTION) THROUGH JUNE 30, 2000
UNAUDITED
THREE THREE AUG 24, 1998
MONTHS MONTHS SIX MONTHS SIX MONTHS (DATE OF
ENDED JUNE ENDED JUNE ENDED JUNE ENDED JUNE INCEPTION TO
30, 2000 30, 1999 30, 2000 30, 1999 JUN 30, 2000
CASH FLOWS
FROM OPERATING
ACTIVITIES
NET (LOSS) $ (15,483) $ (16,672) $ (27,296) $ (37,783) $(159,690)
ADD: ITEMS
NOT AFFECTING
CASH
SHARES ISSUED
FOR EXPL.
& DEV.
- - - - $ 10,000
--------- --------- --------- --------- ---------
$ (15,483) $ (16,672) $ (27,296) $ (37,783) $(149,690)
CHANGES IN
NON-CASH
ITEMS
DUE TO
RELATED
PARTIES $ (22,000) $ 2,000 $ (42,885) $ 14,504 -
ACCOUNTS
PAYABLE $ (12,140) $ 1,327 $ (32,785) $ (4,692) $ 7,314
OTHER
LIABILITIES - - $ 3,772 $ 3,772 $ 3,772
ACCOUNTS
RECEIVABLE - $ 4,000 - - -
--------- --------- --------- --------- ---------
NET CASH
(USED) BY
OPERATING
ACTIVITIES $ (34,140) $ 7,327 $ (71,898) $ 13,584 $ 11,086
--------- --------- --------- --------- ---------
CASH FLOW
FROM INVESTING
ACTIVITIES
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ACQUISITION OF
MINERAL PROP. - - - - $ (50,000)
MINERAL PROP.
EXPLORATION - $ (63) - $ (1,175) -
NET CASH (USED)
BY INVESTMENT
ACTIVITIES - $ (63) - $ (1,175) $ (50,000)
--------- --------- --------- --------- ---------
CASH FLOWS
FROM FINANCING
ACTIVITIES
PROCEEDS FROM
COMMON SHARES - - - - $ 89,500
ADDTL PAID-IN - - - $ 9,000 -
PRIVATE
PLACEMENT $ 50,000 - $100,000 - $ 100,000
--------- --------- --------- --------- ---------
NET CASH
PROVIDED BY
FINANCING
ACTIVITIES $ 50,000 - $100,000 9,000 $ 189,500
--------- --------- --------- --------- ---------
NET INCREASE
(DECREASE)
IN CASH $ 377 $ (9,408) $ 806 $ (16,374) $ 896
CASH AT
BEGINNING
OF PERIOD $ 519 $ 10,489 $ 90 $ 17,455 -
CASH AT END
OF PERIOD $ 896 $ 1,081 $ 896 $ 1,081 $ 896
--------- --------- --------- --------- ---------
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)
NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS AND SIX MONTHS PERIODS
ENDED JUNE 30, 2000 AND JUNE 30, 1999 AND FOR THE PERIOD AUGUST 24, 1998
(INCEPTION) THROUGH JUNE 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 10QSB for the period ended March 31,
2000, which has 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, June 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 May 17, 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 80,000 shares of common stock of the company and 80,000 common stock
purchase warrants at a price of $1.60 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 has not been in
receipt of any funds.
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RELATED PARTY TRANSACTIONS
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
-------
$84,819
As of June 30, 2000 the amount due to related parties had been paid in
full.
3. 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.
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 21 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.
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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 and second 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.
None; not applicable.
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: 8/10/00 By: /s/ Dennis LaPrairie
President and Director
Date: 8/10/00 By: /s/ George Weinstein
Secretary/Treasurer and Director
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