U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
<P>
FORM 10-QSB
<P>
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
<P>
For the quarterly period ended November 30, 2000
<P>
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
<P>
For the transition period from to
<P>
Commission File No.
<P>
SIERRA GIGANTE RESOURCES, INC.
------------------------------
(Exact name of small business issuer as specified
in its charter)
<P>
Nevada 88 395714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<P>
Suite 1000, 355 Burrard Street, Vancouver, BC, Canada V6C
2G8
--------------------------------------------------------
(Address of principal executive offices)
<P>
(604) 608-6169
--------------
(Issuer's telephone number, including area code)
<P>
Check whether the issuer (1) filed all reports 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
Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.
<P>
YES X NO
------- -------
<P>
State the number of shares outstanding of each of the
issuer's classes of common equity as of the latest
practicable date: As of January 17, 2001 - 11,734,397 shares
of common stock, $.001 par value.
<P>
Transitional Small Business Disclosure Format (Check One):
Yes [ ] No [X].
<P>
<PAGE>
<TABLE>
INDEX
<S> <C>
PART I Financial Information Page
<P>
Item 1. Consolidated Financial statements 2
--------------------------------------------
<P>
Consolidated Balance Sheets as of November 30, 2000 (unaudited)
and May 31, 2000 (audited) 3
<P>
Consolidated Statements of Operations for the three months and
six months ended November 30, 2000 and 1999 (unaudited) 4
<P>
Consolidated Statements of Cash Flows for the six months ended
November 30, 2000 and 1999 (unaudited) 5
<P>
Notes to the Consolidated Financial Statements (unaudited) 6
<P>
Item 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operations 11
---------------------------------------------------------------------
<P>
PART II Other Information 12
<P>
Signatures 13
</TABLE>
</PAGE>
<PAGE>
PART I Financial Information
<P>
Item 1. Consolidated Financial Statements
-----------------------------------------
<P>
<TABLE>
<CAPTION>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
</CAPTION>
<S> <C> <C>
November 30, May 31,
2000 2000
$ $
(unaudited) (audited)
Assets
Current Assets
Cash 1,085 3,586
Prepaid expenses and other current assets 2,134 2,138
---------------------------------
3,219 5,724
<P>
Property, Plant and Equipment [Note 3] 77,771 103,187
Mineral Properties [Note 4] 1 1
---------------------------------
80,991 108,912
=================================
<P>
Liabilities and Stockholders' Equity
<P>
Current Liabilities
Accounts payable 87,108 11,036
Accrued liabilities 3,843
Due to related parties [Note 5] 125,960 31,841
---------------------------------
216,911 42,877
---------------------------------
Contingent Liability [Note 1]
Commitments [Note 4]
<P>
Stockholders' Equity (Deficit)
<P>
Common stock - 25,000,000 shares authorized
at $.001 par value, 11,734,397, and 11,647,063
issued and outstanding, respectively 11,734 11,647
<P>
Additional paid-in capital 345,131 412,018
<P>
Common stock paid for but unissued 12,200
<P>
Deficit accumulated during the development stage (492,785) (369,830)
---------------------------------
(135,920) 66,035
---------------------------------
80,991 108,912
=================================
(See accompanying notes)
</TABLE>
</PAGE>
<PAGE>
<TABLE>
<CAPTION>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
</CAPTION>
<S> <C> <C> <C> <C> <C>
Accumulated from Three Months Six Months
June 3, 1998 Ended Ended
(Date of Inception) November 30, November 30,
to November 30, 2000 2000 1999 2000 1999
$ $ $ $ $
(unaudited) (unaudited) (unaudited)
<P>
Revenues
-----------------------------------------------------------------------------------------
Expenses
General and Administrative
Accounting and legal 64,331 10,457 4,710 15,356 31,805
Bank charges and interest 2,979 1,259 358 1,874 553
Consulting 117,114 14,500 9,522 26,500 14,087
Depreciation 1,387 208 208 416 416
Investor relations 15,000 - 15,000
Office, telephone and rent 59,207 9,165 5,242 17,761 11,911
Transfer agent and regulatory 2,437 280 327 548 1,464
-----------------------------------------------------------------------------------------
262,455 35,869 20,367 77,455 60,236
-----------------------------------------------------------------------------------------
Selling and Marketing
Advertising 4,218 4,218
Travel and promotion 29,646 5,576 4,353 6,761 20,237
-----------------------------------------------------------------------------------------
33,864 5,576 4,353 6,761 24,455
-----------------------------------------------------------------------------------------
Product Development
Consulting 10,646 828 4,536
Depreciation 25,000 12,500 25,000
Internet and Web Site 7,047 5,334 5,882
-----------------------------------------------------------------------------------------
42,693 18,662 35,418
-----------------------------------------------------------------------------------------
Exploration Costs
General exploration 31,384 3,321 11
Mineral properties
written-off 122,389
-----------------------------------------------------------------------------------------
153,773 3,321 11
-----------------------------------------------------------------------------------------
Total Expenses 492,785 60,107 24,720 122,955 84,702
-----------------------------------------------------------------------------------------
Net Loss For The Period (492,785) (60,107) (24,720) (122,955) (84,702)
==========================================================================================
Basic Net Loss Per Share (0.0051) (0.0001) (0.0105) (0.0082)
==========================================================================================
Weighted Average Shares Outstanding 11,734,000 11,041,000 11,704,000 10,375,000
==========================================================================================
Diluted net loss per share has not been disclosed as the result is anti-dilutive.
<P>
(See accompanying notes)
</TABLE>
</PAGE>
<PAGE>
<TABLE>
<CAPTION>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
</CAPTION>
<S> <C>
Six Months
Ended
November 30,
2000 1999
$ $
(unaudited)
Cash Flows from Operating Activities:
Net loss (122,955) (84,702)
Adjustment to reconcile net loss to cash
Depreciation and amortization 25,416 416
Acquisition of company [Note 1] (90,000)
Changes to non-cash working capital items
Decrease in prepaid expenses and other
current assets 4 600
Increase in accounts payable 79,915 11,295
-------------------------------------------------------------------------------
Net Cash Used in Operating Activities (107,620) (72,391)
-------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Proceeds from related party loans 94,119 22,306
Proceeds from notes payable 121,500
Proceeds from issuance of shares 11,000 2,000
-------------------------------------------------------------------------------
Net Cash Provided by Financing Activities 105,119 145,806
-------------------------------------------------------------------------------
Cash Flows to Investing Activities:
Acquisition of property, plant and equipment (1,898)
Mineral property costs (75,412)
-------------------------------------------------------------------------------
Net Cash Used in Investing Activities (77,310)
-------------------------------------------------------------------------------
Decrease in Cash During the Period (2,501) (3,895)
<P>
Cash - Beginning of Period 3,586 8,975
-------------------------------------------------------------------------------
Cash - End of Period 1,085 5,080
===============================================================================
Non-Cash Financing Activities
The Company issued 10,000 shares valued at a
nominal rate to acquire a company 10
===============================================================================
Supplemental Disclosures:
Interest paid 1,009
Income taxes paid
===============================================================================
(See accompanying notes)
</TABLE>
</PAGE>
<PAGE>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
<P>
1. Nature of Operations and Continuance of Business
Sierra Gigante Resources, Inc. (the "Company") was
incorporated on June 3, 1998, in the State of Nevada. The
Company currently has yet to generate any revenues and in
accordance with SFAS #7, is considered a development stage
company.
<P>
From inception to March 14, 2000 the Company was actively
engaged in the acquisition and exploration of mineral
properties containing gold, silver, copper, zinc and/or
other mineral deposits. The Company operated its preliminary
business as an exploration stage company with the intent to
receive income from property sales, joint ventures or other
business arrangements with larger companies, rather than
developing and placing its properties into production on its
own.
<P>
Pursuant to an Assignment Agreement dated March 14, 2000 and
completed May 9, 2000 the Company acquired an Internet Web
Site from Isoplus Quality Systems Ltd. of Vancouver, BC
("Isoplus"). Isoplus developed an Internet e-commerce
business concept which features an Internet Web Site
specializing in industrial auctions, with self-listing
capability, and allows for the creation of virtual
industrial malls on a country-by-country basis. The Company
intends to develop a compelling environment to foster a
large and growing commerce-oriented auction Web Site under
the brand name "B2Bauctionworld.net". The Company arranged
for 500,000 previously issued restricted common shares be
transferred to Isoplus. The fair value of the shares was
$100,000 at the time of issuance. The transaction was
recorded as additional paid in capital as the transaction
did not result in the issuance of treasury shares. The sole
shareholder of Isoplus also received a stock option to
acquire 50,000 shares at a price of $0.40 per share expiring
two years from date of grant.
<P>
Pursuant to an Agreement and Plan of Merger (the
"Acquisition Agreement") effective September 12, 2000, the
Company acquired 100% of all the issued and outstanding
shares of common stock of Anmore Management Inc., a Delaware
corporation, for $90,000 and 10,000 shares of the Company
valued at a nominal $10. The Company has paid $5,000 as a
down payment and management is in the process of raising
funds to pay the balance.
<P>
The acquisition was approved by the Board of Directors and a
majority of the shareholders of both Anmore Management Inc.
and the Company on September 12, 2000.
<P>
Upon effectiveness of the acquisition, the Company elected
to become the successor issuer to Anmore Management Inc. for
reporting purposes under the Securities Exchange Act of 1934
("the Act") and elects to report under the Act effective
September 12, 2000. Anmore Management Inc. assumed the name
of the Company. The Company's officers and directors will
become the officers and directors of Anmore Management Inc.
Shares of the Company currently trade on PinkSheets under
the ticker symbol "SGIG".
<P>
The $90,000 will be treated for accounting purposes, as a
reduction of the additional paid in capital and not as
goodwill as the nature of the transaction was to allow
Sierra Gigante Resources, Inc. to report under the Act by
way of reorganization.
<P>
The Company does not have significant cash or other material
assets, nor does it have an established source of revenues
needed to cover its operating costs and to allow it to
continue as a going concern. The Company has ongoing
overhead expenses and will require significant capital to
execute upon its business plan to bring its new business to
market. These factors raise substantial doubt as to the
ability to continue operations. These financial statements
are prepared using generally accepted accounting principles
applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the
normal course of business. The Company's ability to meet
those obligations and continue as a going concern is
dependent upon raising new capital through issuing debt
and/or equity securities and then to generate revenues and
profits.
<P>
2. Summary of Significant Accounting Policies
<P>
Consolidated Financial Statements
<P>
These consolidated financial statements include the accounts
of the Company and its wholly-owned US subsidiary, Anmore
Management Inc.
<P>
Use of Estimates and Assumptions
<P>
The preparation of financial statements requires management
to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
<P>
Property, Plant and Equipment
<P>
Office equipment is recorded at cost. Depreciation is
computed on a straight-line basis using an estimated useful
life of five years.
<P>
Internet Web Site is recorded at cost. Amortization is
computed on a straight-line basis using an estimated useful
life of two years.
<P>
Year End
<P>
The Company's fiscal year end is May 31.
<P>
Adjustments
<P>
These interim unaudited financial statements have been
prepared on the same basis as the annual financial
statements and in the opinion of management, reflect all
adjustments, which include only normal recurring
adjustments, necessary to present fairly the Company's
financial position, results of operations and cash flows for
the periods shown. The results of operations for such
periods are not necessarily indicative of the results
expected for a full year or for any future period.
<P>
3. Property, Plant and Equipment
<TABLE>
<S> <C> <C> <C> <C>
November 30, May 31,
2000 2000
Accumulated Net Book Net Book
Cost Amortization Value Value
$ $ $ $
(unaudited) (audited)
<P>
Internet Web Site 100,000 25,000 75,000 100,000
Office equipment 4,158 1,387 2,771 3,187
-------------------------------------------------------------------------------------
104,158 26,387 77,771 103,187
=====================================================================================
</TABLE>
<P>
Pursuant to an Assignment Agreement dated March 14, 2000 and
completed May 9, 2000 the Company acquired an Internet Web
Site from Isoplus Quality Systems Ltd. of Vancouver, BC
("Isoplus"). Isoplus developed an Internet e-commerce
business concept which features an Internet Web Site
specializing in industrial auctions, with self-listing
capability, and allows for the creation of virtual
industrial malls on a country-by-country basis. The Company
arranged for 500,000 previously issued restricted common
shares be transferred to Isoplus. The fair value of the
shares was $100,000 at the time of issuance. The transaction
was recorded as additional paid in capital as the
transaction did not result in the issuance of treasury
shares. The sole shareholder of Isoplus has also received a
stock option to acquire 50,000 shares at a price of $0.40
per share expiring two years from date of grant.
<P>
4. Mineral Properties
<TABLE>
<S> <C> <C>
November 30, May 31,
2000 2000
$ $
(unaudited) (audited)
<P>
Acquisition costs 33,333 33,333
Exploration and title maintenance costs 89,057 89,057
Less written-off to operations (122,389) (122,389)
-------------------------------------------------------------------------------
1 1
===============================================================================
</TABLE>
<P>
On April 20, 1999, the Company entered into a
purchase/option agreement for 100% equity in NPR (USA) Inc.
(NPR). NPR, incorporated in Utah, is the registered and
beneficial owner of a 100% undivided interest in 17 patented
and 40 unpatented contiguous mining claims in the Fish
Springs Mining District in Utah. The agreement calls for the
Company to make payments, payable in Canadian dollars, for
the purchase of NPR (USA) Inc. totalling Cnd$500,000
(US$333,333), and for the Company to expend a minimum of
Cnd$1,500,000 (US$1,000,000) in exploration expenditures on
the property over a four year period.
The following is a schedule of annual payments to be made by
the Company:
<TABLE>
<S> <C> <C> <C>
Minimum
Equity Exploration
Payments Expenditures
Payment Due Date $ $
April 20, 1999 (paid) 33,333
October 20, 2000 66,667 133,333
October 20, 2001 100,000 200,000
October 20, 2002 133,333 333,333
October 20, 2003 333,334
------------------------------------------------------
Total 333,333 1,000,000
======================================================
</TABLE>
<P>
The agreement has a provision that provides for a vesting of
equity based on a proportional amount paid once the Company
has made a minimum of $100,000 in aggregate equity payments
and a minimum of $133,333 in exploration expenditures.
On July 28, 2000, the Company terminated the purchase/option
agreement as a result, as at May 31, 2000, the Company wrote
off $122,389 to operations leaving a nominal $1 net book
value.
<P>
5. Due to Related Parties
<P>
Amounts owing to related parties are unsecured, due on
demand and non-interest bearing except for $56,000 which
bears interest at prime plus 1%.
<P>
6. Stock Option Plan
<P>
On August 2, 1999, the Company reserved 1,104,139 shares
pursuant to a stock option plan. On August 2, 1999 the
Company granted stock options to certain officers, directors
and employees to acquire 1,104,139 shares at $0.10 per share
expiring August 2, 2000. During the year the Company
extinguished stock options to two directors to acquire
320,828 shares.
<P>
On March 14, 2000 the Company issued to a certain employee
to acquire 50,000 shares at $0.40 per share expiring March
14, 2002.
<P>
6. Stock Option Plan (continued)
The weighted average number of shares under option and
option price for the year ended May 31, 2000 is as follows:
<TABLE>
<S> <C> <C> <C> <C>
November 30, 2000 May 31, 2000
----------------- ------------
(unaudited) (audited)
Shares Option Shares Option
under option Price under option Price
# $ # $
Beginning of period 783,311 .10
Granted 50,000 .40 1,104,139 .10
Exercised
Cancelled 320,828 (.10)
Lapsed (783,311) (.10)
---------------------------------------------------------------------------------------
End of period 50,000 .40 783,311 .10
</TABLE>
<P>
There were no options granted at anytime during fiscal 1999.
The options are granted for services provided to the
Company. Statement of Financial Accounting Standards No. 123
("SFAS 123") requires that an enterprise recognize, or at
its option, disclose the impact of the fair value of stock
options and other forms of stock based compensation in the
determination of income. The Company has elected under SFAS
123 to continue to measure compensation cost on the
intrinsic value basis set out in APB Opinion No. 25. As
options are granted at exercise prices based on the market
price of the Company's shares at the date of grant, no
compensation cost is recognized. However, under SFAS 123,
the impact on net income and income per share of the fair
value of stock options must be measured and disclosed on a
fair value based method on a pro forma basis.
<P>
The fair value of the employee's purchase rights under SFAS
123, was estimated using the Black-Scholes model: risk free
interest rate was 5.0%, expected volatility of 100%, an
expected option life of one year and no expected dividends.
If compensation expense had been determined pursuant to SFAS
123, the Company's net loss and net loss per share for the
following period would have been as follows:
<P>
<TABLE>
<S> <C> <C>
November 30, August 31,
2000 2000
$ $
(unaudited) (unaudited)
Net loss
As reported (144,035) (58,228)
Pro forma (151,485) (64,298)
Basic net loss per share
As reported (.01) (.01)
Pro forma (.01) (.01)
</TABLE>
<P>
7. Segmented Information
<P>
The Company has adopted SFAS No. 131 Disclosure About
Segments of an Enterprise and related information.
<P>
The business of the Company is carried on in two industry
segments one being an exploration stage company in mineral
properties and the other being the development of an E-
commerce Web Site specializing in industrial auction
services to individual and corporate subscribers.
<P>
The Company operates in two geographic segments, one being
Canada, located in Vancouver, BC and the other being the
United States, located in Fish Springs, Utah.
<P>
The Company's head office is in Vancouver, BC, Canada. The
head office does not conduct any business specifically
related to mineral properties and the Internet. Its sole
purpose is to provide administration, investor relations
services and services relating to being a public company.
Included in general and administrative expenses and net loss
is $112,965 (1999 - $72,035) relating to such activities.
The net loss relating to general exploration costs in the
United States amounted to $11 (1999 - $28,052). The net
loss relating to Internet activities in Canada amounted to
$7,275 (1999 - $Nil).
<P>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
----------------------------------------------------------
<P>
Management's Discussion
------------------------
<P>
Forward Looking Statements
--------------------------
<P>
This report contains forward-looking statements. The words,
"anticipate", "believe", expect", "plan", "intend",
"estimate", "project", "could", "may", "foresee", and
similar expressions are intended to identify forward-looking
statements. The following discussion and analysis should be
read in conjunction with the Company's Financial Statements
and other financial information included elsewhere in this
report which contains, in addition to historical
information, forward-looking statements that involve risks
and uncertainties. The Company's actual results could differ
materially from the results discussed in the forward-looking
statements. Factors that could cause or contribute to such
differences include those discussed below, as well as those
discussed elsewhere in this report.
<P>
Overview
--------
<P>
Sierra Gigante Resources, Inc. (the "Company" or "we") was
incorporated on June 3, 1998, in the State of Nevada. We
currently have yet to generate any revenues and in
accordance with SFAS #7, we are considered a development
stage company.
<P>
From inception to March 14, 2000 we actively engaged in the
acquisition and exploration of mineral properties containing
gold, silver, copper, zinc and/or other mineral deposits. We
operated our preliminary business as an exploration stage
company with the intent to receive income from property
sales, joint ventures or other business arrangements with
larger companies, rather than developing and placing its
properties into production on our own.
<P>
Pursuant to an Assignment Agreement dated March 14, 2000 and
completed May 9, 2000 we acquired an Internet Web Site from
Isoplus Quality Systems Ltd. of Vancouver, BC ("Isoplus").
Under the brand name "B2Bauctionworld.net," Isoplus has
developed an Internet e-commerce business concept which
features an Internet Web Site specializing in industrial
auctions, with self-listing capability, and allows for the
creation of virtual industrial malls on a country-by-country
basis. We arranged for 500,000 previously issued restricted
common shares be transferred to Isoplus. The fair value of
the shares was $100,000 at the time of issuance. The
transaction was recorded as additional paid in capital as
the transaction did not result in the issuance of treasury
shares. The sole shareholder of Isoplus also received a
stock option to acquire 50,000 shares at a price of $0.40
per share expiring two years from date of grant.
<P>
Pursuant to an Agreement and Plan of Merger (the
"Acquisition Agreement") effective September 12, 2000, we
acquired 100% of all the issued and outstanding shares of
common stock of Anmore Management Inc., a Delaware
corporation, for $90,000 and 10,000 shares of the Company
valued at a nominal $10. We paid $5,000 as a down payment
and we are in the process of raising funds to pay the
balance.
<P>
The acquisition was approved by our Board of Directors and a
majority of the shareholders of both Anmore Management Inc.
and the Company on September 12, 2000.
<P>
Upon effectiveness of the acquisition, the Company became
the successor issuer to Anmore Management Inc. for reporting
purposes under the Securities Exchange Act of 1934 ("the
Act") and elected to report under the Act effective
September 12, 2000. Anmore Management Inc. assumed the name
of the Company. The Company's officers and directors will
become the officers and directors of Anmore Management Inc.
Shares of the Company currently trade on PinkSheets under
the ticker symbol "SGIG".
<P>
The $90,000 will be treated for accounting purposes, as a
reduction of the additional paid in capital and not as
goodwill as the nature of the transaction was to allow
Sierra Gigante Resources, Inc. to report under the Act by
way of reorganization.
<P>
Results of operations for the six months ended November 30,
2000 ("2000") compared to the six months ended November 30,
1999 ("1999")
-----------------------------------------------------------
<P>
There were no revenues during 2000 and 1999.
<P>
The net loss in 2000 increased by $38,000 to $123,000
compared to $85,000 in 1999.
<P>
There was an increase in administrative expenses by $17,000
to $77,000 from $60,000 due to an investor relations
contract with the Rowe Group whereby the Company paid
$15,000 and cancelled the contract.
<P>
The Web Site was worked on during 2000 including $10,000 of
consulting and web site costs. A total of $25,000 of the
recorded purchase price of the Web Site was amortized to
operations. No similar amounts were incurred in 1999.
<P>
Results of operations for the three months ended November
30, 2000 ("2000") compared to the three months ended
November 30, 1999 ("1999")
---------------------------------------------------------
<P>
There were no revenues during 2000 and 1999.
<P>
The net loss in 2000 increased by $35,000 to $60,000
compared to $25,000 in 1999.
<P>
There was an increase in administrative expenses by $16,000
to $36,000 from $20,000 due to an investor relations
contract with the Rowe Group whereby the Company paid
$15,000 and cancelled the contract.
<P>
The Web Site was worked on during 2000 including $6,000 of
consulting and web site costs. A total of $12,500 of the
recorded purchase price of the Web Site was amortized to
operations. No similar amounts were incurred in 1999.
<P>
Liquidity
---------
<P>
During the six months ended November 30, 2000, we financed
our operations from proceeds from our President and a
shareholder totalling $94,000 and from issuing shares for
$11,000. The related parties have indicated that they will
not be demanding repayment of these funds until sufficient
excess funds are available over and above the requirements
for the next twelve months.
<P>
All funds raised were spent on operating activities as to
$107,000.
<P>
As at November 30, 2000 we had a cash balance of $1,000 and
current liabilities of $90,000 (not including the amount
owing to the President and a shareholder) for a working
capital deficit of $89,000. This working capital position is
not adequate to meet overhead and development costs for the
next twelve months.
<P>
We do not have significant cash or other material assets,
nor do we have an established source of revenues needed to
cover our operating costs and to allow us to continue as a
going concern. We have ongoing overhead expenses and we will
require significant capital to execute upon our business
plan to bring our new business to market. These factors
raise substantial doubt as to the ability to continue
operations. These financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of assets
and liquidation of liabilities in the normal course of
business. Our ability to meet those obligations and continue
as a going concern is dependent upon raising new capital
through issuing debt and/or equity securities and then to
generate revenues and profits.
<P>
PART II. Other Information
<P>
Item 1. Legal Proceedings
--------------------------
None.
<P>
Item 2. Changes in Securities
------------------------------
See Item 4. below.
<P>
Item 3. Defaults upon Senior Securities
----------------------------------------
None.
<P>
Item 4. Submissions of Matters to a Vote of Security
Holders
------------------------------------------------------
Effective September 12, 2000, a majority of the shareholders
of the Company approved an Agreement and Plan of Merger with
Anmore Management Inc. and the issuance of 10,000 shares of
the Company to Anmore Management Inc. shareholders in
accordance therewith.
<P>
Item 5. Other Information
---------------------------
None
<P>
Item 6. Exhibits and Reports on Form 8 K
------------------------------------------
On September 22, 2000, the Company filed an 8-K12G3 with the
Securities and Exchange Commission. (SEC File No. 000-31611)
<P>
Signatures
<P>
In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
<P>
Dated: January 17, 2001 SIERRA GIGANTE RESOURCES, INC.
<P>
By:/s/ Raymond Merry
-----------------------------
Raymond Merry, President
<P>
