UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
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COMMISSION FILE NUMBER: 0-27659
URANIUM POWER CORPORATION
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(Exact name of small business issuer as specified in its charter)
Colorado None
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
206-475 Howe Street, Vancouver, British Columbia, Canada V6C 2B3
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(Address of principal executive offices)
(604) 685-8355
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(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the registrant (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 registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
The number of shares outstanding of the issuer's classes of common equity, as of
July 31, 2000 is 6,927,500 shares of Common Stock.
Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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URANIUM POWER CORPORATION
Financial Statements
July 31, 2000
(Unaudited - Prepared by Management)
(U.S. Dollars)
INDEX Page
----- ----
Balance Sheet 1
Statements of Operations 2
Statement of Stockholders' Equity 3
Statement of Cash Flows 4
Notes to Financial Statements 5-7
2
<PAGE>
<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Balance Sheets
July 31, 2000 (Unaudited) and April 30, 2000
(U.S. Dollars)
July 31, April 30,
2000 2000
--------- --------
(unaudited) (audited)
<S> <C> <C>
Assets
Current
Cash ...................................................................... $ 134 $ 5,706
Accounts receivable ....................................................... 5,497 4,866
--------- ---------
5,631 10,572
Properties (note 4) ......................................................... 93,600 93,600
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$ 99,231 $ 104,172
========= =========
Liabilities
Accounts Payable and Accrued Liabilities .................................... $ 82,511 $ 79,572
--------- ---------
Stockholders' Equity
Capital Stock
Authorized
40,000,000 shares common stock with a par value of $0.001 each
10,000,000 shares preferred stock with a par value of $0.001 each
Issued
6,927,500 shares common stock ......................................... 6,928 6,928
Treasury Stock
23,000 shares common stock .............................................. (23) (23)
Additional Paid-In Capital .................................................. 548,845 548,845
Comprehensive Income (Unrealized currency exchange gain) .................... 2,057 0
Deficit Accumulated During Exploration Stage ................................ (541,087) (531,150)
--------- ---------
Total Stockholders' Equity .................................................. 16,720 24,600
--------- ---------
$ 99,231 $ 104,172
========= =========
</TABLE>
See notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Operations
Three Months Ended July 31, 2000 and 1999 (Unaudited)
(U.S. Dollars)
Cumulative
Amounts During
Exploration
Three Months Ended July 31, Stage
2000 1999 (Since 04/03/98)
---- ---- --------------
<S> <C> <C> <C>
Exploration costs ............................... $ 2,107 $ 1,660 $ 413,630
Advertising and promotion ....................... 0 0 35,137
Professional fees ............................... 4,273 7,411 57,261
Travel .......................................... 0 0 18,145
Rent ............................................ 2,022 1,005 9,410
Office .......................................... 1,155 (3,283) 4,241
Transfer agent fee .............................. 380 151 2,563
Incorporation cost written off .................. 0 0 700
----------- ----------- -----------
Net Loss for Period ............................... $ (9,937) $ (6,944) $ (541,087)
=========== =========== ===========
Loss Per Share .................................... $ (0.00) $ (0.00)
=========== =========== ===========
Weighted Average Number of
Shares Outstanding .............................. 6,927,500 6,266,500
=========== =========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Stockholders' Equity
Three Months Ended July 31, 2000 (Unaudited) and Years Ended April 30, 2000 and 1999
(U.S. Dollars)
Common Stock Treasury Stock
Shares Par Value Shares Par Value
------ --------- ------ ---------
<S> <C> <C> <C> <C>
Balance, April 30, 1998 ......... 6,000,000 $ 6,000 0 $ 0
Common stock issued
For subscriptions ............. 1,000,000 1,000 0 0
For resource properties ....... 200,000 200 0 0
Share issue costs ............... 0 0 0 0
Net loss ........................ 0 0 0 0
Common stock returned
to treasury for
cancellation .................. (922,500) (922) 0 0
---------- ---------- ---------- ----------
Balance April 30, 1999 .......... 6,277,500 6,278 0 0
Common stock issued
for cash ...................... 600,000 600 0 0
Common stock issued
for finder's fee .............. 50,000 50 0 0
Treasury stock .................. 0 0 (23,000) (23)
Share issue costs ............... 0 0 0 0
Net loss ........................ 0 0 0 0
---------- ---------- ---------- ----------
Balance, April 30, 2000 ......... 6,927,500 6,928 (23,000) (23)
Unaudited Information
Comprehensive income .......... 0 0 0 0
Net loss ...................... 0 0 0 0
---------- ---------- ---------- ----------
Balance, July 31, 2000 .......... 6,927,500 $ 6,928 (23,000) $ (23)
========== ========== ========== ==========
<CAPTION>
Deficit
Accumulated
Additional During the Total
Paid-In Comprehensive Exploration Stockholders'
Capital Income Stage Equity
---------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Balance, April 30, 1998 ......... $ 91,834 $ 0 $ (700) $ 97,134
Common stock issued
For subscriptions ............. 606,005 0 0 607,005
For resource properties ....... 137,131 0 0 137,331
Share issue costs ............... (15,586) 0 0 (15,586)
Net loss ........................ 0 0 (210,736) (210,736)
Common stock returned
to treasury for
cancellation .................. (554,700) 0 0 (555,622)
---------- ---------- ---------- ----------
Balance April 30, 1999 .......... 264,684 0 (211,436) 59,526
Common stock issued
for cash ...................... 299,400 0 0 300,000
Common stock issued
for finder's fee .............. 24,950 0 0 25,000
Treasury stock .................. (15,189) 0 0 (15,212)
Share issue costs ............... (25,000) 0 0 (25,000)
Net loss ........................ 0 0 (319,714) (319,714)
---------- ---------- ---------- ----------
Balance, April 30, 2000 ......... 548,845 0 (319,714) 24,600
Unaudited Information
Comprehensive income .......... 0 2,057 0 2,057
Net loss ...................... 0 0 (9,937) (9,937)
---------- ---------- ---------- ----------
Balance, July 31, 2000 .......... $ 548,845 $ 2,057 $ (541,087) $ 16,720
========== ========== ========== ==========
</TABLE>
See notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Cash Flow
Three Months Ended July 31, 2000 and 1999 (Unaudited)
(U.S. Dollars)
From
Inception on
April 4, 1998
Through
Three Months Ended July 31, July 31,
2000 1999 2000
---- ---- -------------
<S> <C> <C> <C>
Operating Activities
Net loss .................................................... $ (9,937) $ (6,944) $(541,087)
Comprehensive income ........................................ 2,057 0 2,057
Adjustments to reconcile net
loss to net cash used in operating activities
Exploration costs acquired for shares ................... 0 0 137,268
Changes In Non-Cash Working Capital
Accounts receivable ......................................... (631) 0 (5,497)
Accounts payable ............................................ 2,939 (426) 82,511
--------- --------- ---------
Net Cash Used By Operating Activities ......................... (5,572) (7,370) (324,748)
--------- --------- ---------
Cash Flows Used By Investing Activity
Property acquisition ........................................ 0 0 (9,141)
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Cash Flows From Financing Activities
Issuance of shares for cash ................................. 0 (7,306) 389,821
Loan payable ................................................ 0 19,916 0
Common stock returned to treasury ........................... 0 0 (15,212)
Share issue costs ........................................... 0 0 (40,586)
--------- --------- ---------
0 12,610 334,023
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Inflow (Outflow) of Cash ...................................... (5,572) 5,240 134
Cash, Beginning of Period ..................................... 5,706 3,149 0
--------- --------- ---------
Cash, End of Period ........................................... $ 134 $ 8,389 $ 134
========= ========= =========
Non-Cash Financing Activities
Common stock issued for
resource properties ....................................... $ 0 $ 0 $ 235,165
Common stock issued for
finder's fee .............................................. 0 0 25,000
========= ========= =========
</TABLE>
See notes to financial statements.
6
<PAGE>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Three Months Ended July 31, 2000 and 1999 (Unaudited)
(U.S. Dollars)
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1. BASIS OF PRESENTATION
These unaudited financial statements have been prepared in accordance
with generally accepted accounting principles in the United States for
interim financial information. These financial statements are condensed
and do not include all disclosures required for annual financial
statements. The organization and business of the Company, accounting
policies followed by the Company and other information are contained in
the notes to the Company's audited financial statements for the year
ended April 30, 2000.
In the opinion of the Company's management, these financial statements
reflect all adjustments necessary to present fairly the Company's
financial position at July 31, 2000 and April 30, 2000 and the
consolidated results of operations and the statement of cash flows for
the three months ended July 31, 2000. The results of operations for the
three months ended July 31, 2000 are not necessarily indicative of the
results to be expected for the entire fiscal year.
2. GOING CONCERN
These financial statements have been prepared in accordance with
generally accepted accounting principles on a going-concern basis. This
presumes funds will be available to finance on-going development,
operations and capital expenditures and the realization of assets and
the payment of liabilities in the normal course of operations for the
foreseeable future. Management intends to raise additional capital
through share issuances to finance operations.
The Company has minimal capital resources presently available to meet
obligations which normally can be expected to be incurred by similar
companies and has an accumulated deficit of $541,087. These factors
raise substantial doubt about the Company's ability to continue as a
going-concern and is dependent on its ability to obtain and maintain an
appropriate level of financing on a timely basis and to achieve
sufficient cash flows to cover obligations and expenses. The outcome of
these matters cannot be predicted. These financial statements do not
give effect to any adjustments to the amounts and classification of
assets and liabilities which might be necessary should the Company be
unable to continue as a going concern.
3. LOSS PER SHARE
Net loss per share computations are based on the weighted average
number of shares outstanding during the period.
7
<PAGE>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Three Months Ended July 31, 2000 and 1999 (Unaudited)
(U.S. Dollars)
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4. PROPERTIES
(a) Hocking Lake Property and Henday Lake Property
By agreement dated April 13, 1998, the Company acquired all
the assets of Athabasca Uranium Syndicate (a British Columbia,
Canada syndicate) which consisted of cash and the Hocking Lake
Property and Henday Lake Property. These properties were
acquired in 1997 by the syndicate for $59,459 ($82,270 Cdn)
and are reflected in the financial statements at the sellers'
historical cost as the sellers are the controlling
shareholders.
Consideration given to the members of the syndicate was
6,000,000 common shares of the Company at a par value of
$0.001 each issued and a stated value of $97,834, being the
cost of the assets acquired.
(b) Saskatchewan Uranium Properties
By agreement dated December 16, 1998, the Company has options
to acquire a 100% interest in 11 mining claims in
Saskatchewan, Canada, upon incurring cumulative expenditures
of approximately $338,000 (Cdn. $500,000) by May 31, 2000 as
amended and an additional approximate $1,712,000 (Cdn.
$2,500,000) by December 31, 2002. The optioner can earn back a
35% interest by incurring cumulative expenditures of not less
than approximately $2,054,000 (Cdn. $3,000,000) before
December 31, 2006. A royalty is payable at 2% of gross value
(as defined) of production if the optioner does not earn back
the 35% interest.
By an agreement dated March 24, 1999, between the Company and
Pacific Amber Resources Ltd. ("Pacific"), the latter would
earn a 50% interest in the Saskatchewan Uranium Properties and
all of the Company's rights, licences and permits pertinent
thereto held for the specific use and enjoyment thereof by
completing the initial program and incurring $338,000 (Cdn.
$500,000) in expenditures on or before December 31, 1999, as
amended. A total of approximately $339,000 (Cdn. $498,250) was
incurred as of April 30, 2000. In return, the Company issued
the optionee 200,000 common shares at a deemed value of $0.65
each. On May 11, 2000, Pacific informed the Company that it
was withdrawing from the Property Option Agreement.
All exploration costs incurred on these properties have been
expensed as incurred resulting in no recognition of an asset
on the balance sheet. Additionally the Company's issuance of
200,000 shares to Pacific was expensed as exploration costs
when incurred.
(c) Northern mining property
By agreement dated July 29, 1998 (subsequently extended to
July 1, 1999) the Company acquired a 100% interest in a mining
claim in Northern Mining District, Saskatchewan by issuing
50,000 free trading shares as a finder's fee to an unrelated
party and paying $13,375 Cdn. to the owner of the property.
The owner has the right to receive $0.35 per pound of the
8
<PAGE>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Three Months Ended July 31, 2000 and 1999 (Unaudited)
(U.S. Dollars)
--------------------------------------------------------------------------------
4. PROPERTIES (Continued)
product from the claim if the price of the product is $18.00
per pound or less and $0.50 per pound where the price of the
product is $18.00 per pound or more.
The transaction was accounted for valuing the shares issued at
$25,000 plus the seller's historical cost of $9,141 ($13,375
Cdn.).
5. STOCK OPTION PLAN
The Company has adopted an incentive and a nonstatutory stock option
plan effective August 31, 1999 ("the 1999 plan") whereby up to
1,200,000 shares of common stock may be optioned up to August 31, 2009
or unless sooner terminated. The options can then be exercised up to 10
years from the grant date. Incentive stock options granted will have an
exercise price of not less than 100% of fair market value (as defined)
per share on the date of grant. Options are granted for a term not to
exceed ten years, except incentive options granted to persons owning
more than 10% of the combined voting stock of all classes, in which
case the term may not exceed five years.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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The following information should be read in conjunction with the unaudited
consolidated financial statements included herein, which are prepared in
accordance with generally accepted accounting principles ("GAAP") in the United
States for interim financial information. All dollar amounts in this form are in
U.S. dollars unless otherwise stated.
Results of Operations
---------------------
As of the date of this Report, the operations of Uranium Power Corporation
(the "Company") have been speculative. The Company incurred a loss in the
quarter ended July 31, 2000, and has not had revenues from its operations to
date. The Company has been dependent, and continues to rely upon, the sale of
equity securities in order to fund its exploration activities. Its ability to
continue its operations is dependent on the ability of the Company to continue
to obtain financing.
The Company is involved in the exploration of uranium properties located in
the Athabasca Basin of northern Saskatchewan, Canada. It owns a 100% interest in
two properties totaling 78,352 acres, and has options to acquire a 100% interest
in seven additional properties totaling 79,705 acres. Six of these properties,
with eleven mining claims, may be acquired through an option agreement with
Phelps Dodge Corporation of Canada, Ltd. ("PDC"). The Company made an agreement
with Pacific Amber Resources Ltd. ("PAR"), whereby PAR could earn 50% of the
Company's interest in the PDC properties by completing an initial exploration
program of $338,000 ($500,000 Can.) by the extended deadline of May 31, 2000. A
total of $344,875 ($512,825 Can.) was expended as of May 31, 2000. Work
consisted of 5,066 feet of diamond drilling in five holes, electromagnetic
surveys (55 line miles) and lithogeochemical sampling. Anomalous uranium was
encountered in two drill holes, and one of these also had anomalous nickel,
cobalt and arsenic. This finding is typical of the type of uranium deposits
found in the Athabasca Basin. On May 11, 2000, PAR informed the Company that it
was withdrawing from the agreement.
During the quarter ended July 31, 2000, no exploration work was conducted.
During the quarter ended July 31, 2000, the Company recorded an expense of
$2,107 for exploration costs in a prior quarter.
Changes in Financial Condition
------------------------------
Net loss for the three-month period ended July 31, 2000 was $9,937, or
$0.00 per share, compared with a net loss of $6,944, or $0.00 per share, for the
same quarter of 1999. The Company will continue to rely on funding from
financing sources in order to proceed with its development activities.
10
<PAGE>
Forward-Looking Statements
--------------------------
Discussions and information in this document which are not historical facts
should be considered forward-looking statements. With regard to forward-looking
statements, including those regarding the potential revenues from the mining and
development of uranium properties, and the business prospects or any other
aspect of the Company, actual results and business performance may differ
materially from that projected or estimated in such forward-looking statements.
The Company has attempted to identify in this document certain of the factors
that it currently believes may cause actual future experience and results to
differ from its current expectations. In addition to the risks cited above
regarding the need for the Company to continue to obtain financing to be able to
continue operating, and risks specific to the exploration and mining of uranium,
differences may be caused by a variety of factors; including adverse economic
conditions, entry of new and stronger competitors, inadequate capital and the
inability to obtain funding from third parties, unexpected costs, inability to
obtain or keep qualified personnel, and the volatility of uranium markets and
prices.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) 10.8 - Letter from Pacific Amber Terminating its Option. (1)
27.1 - Financial Data Schedule. Filed Herewith.
----------------
(1) Incorporated by reference from the Company's Form 10-KSB, filed with the
SEC on July 26, 2000.
(b) Reports on Form 8-K: During the quarter ended July 31, 2000, the Company
filed no reports on Form 8-K.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-QSB to be signed on its behalf by the
undersigned thereunto duly authorized.
URANIUM POWER CORPORATION
Date: September 6, 2000 By: /s/ Thornton J. Donaldson
------------------------------------
Thornton J. Donaldson, President and
Director
Date: September 6, 2000 By: /s/ William G. Timmins
------------------------------------
William G. Timmins, Secretary and
Director
12
