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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 October 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 ___________.
COMMISSION FILE NUMBER: 0-27659
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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
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The number of shares outstanding of the issuer's classes of common equity, as of
October 31, 2000 is 7,047,500 shares of Common Stock.
Transitional Small Business Disclosure Format (check one): YES NO X
_____ ----
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Financial Statements
October 31, 2000 and April 30, 2000
(Unaudited - Prepared by Management)
(U.S. Dollars)
INDEX Page
----- ----
Financial Statements
Balance Sheets 1
Statements of Operations 2
Statements of Stockholders' Equity 3
Statements of Cash Flows 4
Notes to Financial Statements 5-7
1
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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Balance Sheets
October 31, 2000 (Unaudited) and April 30, 2000
(U.S. Dollars)
<TABLE>
<CAPTION>
=============================================================================================================
October 31, April 30,
2000 2000
-------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Assets
Current
Cash $ 2,519 $ 5,706
Accounts receivable 169 4,866
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2,688 10,572
Properties (note 4) 93,600 93,600
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Total Assets $ 96,288 $ 104,172
============================================================================================================
Liabilities
Accounts Payable and Accrued Liabilities $ 81,233 $ 79,572
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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
7,047,500 shares common stock 7,048 6,928
Treasury Stock
23,000 shares common stock (23) (23)
Additional Paid-In Capital 608,725 548,845
Other Comprehensive Income 3,929 0
Deficit Accumulated During Exploration Stage (604,624) (531,150)
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Total Stockholders' Equity 15,055 24,600
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Total Liabilities and Stockholders' Equity $ 96,288 $ 104,172
============================================================================================================
</TABLE>
See notes to financial statements.
2
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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Operations
Three and Six Months Ended October 31, 2000 and 1999 (Unaudited) and Period from
Inception to October 31, 2000
(U.S. Dollars)
<TABLE>
<CAPTION>
============================================================================================================
Cumulative
Amounts
During
Exploration
Stage to
Three Months Ended October 31, Six Months Ended October 31, October 31,
2000 1999 2000 1999 2000
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Exploration costs $ 0 $ 40,506 $ 2,107 $42,166 $413,630
Advertising and promotion 0 1,363 0 1,363 35,137
Professional fees 1,591 5,508 5,864 12,919 58,852
Investment banking services 60,000 0 60,000 0 60,000
Travel 0 0 0 0 18,145
Rent 1,333 1,347 3,355 2,355 10,743
Office 338 987 1,493 (2,297) 4,579
Transfer agent fee 275 325 655 476 2,838
Incorporation cost written-off 0 0 0 0 700
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Net Loss for Period $ (63,537) $ (50,036) $ (73,474) $(56,982) $(604,624)
============================================================================================================
Loss Per Share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
============================================================================================================
Weighted Average Number of
Shares Outstanding 7,007,500 6,422,945 6,967,500 6,354,723
============================================================================================================
</TABLE>
See notes to financial statements.
3
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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Stockholders' Equity
Three and Six Months Ended October 31, 2000 (Unaudited) and Period from
Inception to April 30, 2000
(U.S. Dollars)
<TABLE>
<CAPTION>
===================================================================================================================================
Deficit
Accumulated
Additional Other During the Total
Common Stock Treasury Stock Paid-In Comprehensive Exploration Stockholders'
Shares Par Value Shares Par Value Capital Income Stage Equity
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, April 30, 1998 6,000,000 $6,000 0 $ 0 $ 91,834 $ 0 $ (700) $ 97,134
Common stock issued
For subscriptions 1,000,000 1,000 0 0 606,005 0 0 607,005
For resource properties 200,000 200 0 0 137,131 0 0 137,331
Share issue costs 0 0 0 0 (15,586) 0 0 (15,586)
Net loss 0 0 0 0 0 0 (210,736) (210,736)
Common stock returned
to treasury for
cancellation (922,500) (922) 0 0 (554,700) 0 0 (555,622)
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Balance April 30, 1999 6,277,500 6,278 0 0 264,684 0 (211,436) 59,526
Common stock issued
for cash 600,000 600 0 0 299,400 0 0 300,000
Common stock issued
for finder's fee 50,000 50 0 0 24,950 0 0 25,000
Treasury stock 0 0 (23,000) (23) (15,189) 0 0 (15,212)
Share issue costs 0 0 0 0 (25,000) 0 0 (25,000)
Net loss 0 0 0 0 0 0 (319,714) (319,714)
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Balance, April 30, 2000 6,927,500 6,928 (23,000) (23) 548,845 0 (531,150) 24,600
Shares issued for
financial services 120,000 120 0 0 59,880 0 0 0
Comprehensive income 0 0 0 0 0 3,929 0 3,929
Net loss 0 0 0 0 0 0 (73,474) (13,474)
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Balance, October 31, 2000 7,047,500 $7,048 (23,000) $(23) $ 608,725 $3,929 $(604,624) $ 15,055
====================================================================================================================================
</TABLE>
See notes to financial statements.
4
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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Cash Flow
Three and Six Months Ended October 31, 2000 and 1999 (Unaudited)
(U.S. Dollars)
<TABLE>
<CAPTION>
==================================================================================================================
From
Inception on
April 4, 1998
Through
Six Months Ended October 31, October 31,
2000 1999 2000
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<S> <C> <C> <C>
Operating Activities
Net loss $(73,474) $(56,982) $(604,624)
Comprehensive income 3,929 0 3,929
Adjustments to reconcile net
loss to net cash used in operating activities
Exploration costs acquired for shares 0 0 137,268
Financial services received for shares 60,000 0 60,000
Changes in non-cash working capital
Accounts receivable 4,697 0 (169)
Accounts payable 1,661 (363) 81,233
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Net Cash Used in Operating Activities (3,187) (57,345) (322,363)
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Cash Flows Used By Investing Activity
Property acquisition 0 0 (9,141)
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Financing Activities
Issuance of shares for cash 0 300,195 389,821
Common stock returned to treasury 0 (15,407) (15,212)
Restricted cash 0 (122,410) 0
Share issue costs 0 (25,000) (40,586)
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Net Cash Provided by Financing Activities 0 137,378 334,023
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Inflow (Outflow) of Cash (3,187) 80,033 2,519
Cash, Beginning of Period 5,706 3,149 0
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Cash, End of Period $ 2,519 $ 83,182 $ 2,519
==================================================================================================================
Non-Cash Financing Activities
Common stock issued
Resource properties $ 0 $ 0 $ 235,165
Finder's fee 0 0 25,000
Financial services 60,000 0 60,000
==================================================================================================================
</TABLE>
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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Three and Six Months Ended October 31, 2000 (Unaudited)
(U.S. Dollars)
================================================================================
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 filed as part of
the Company's April 30, 2000 form 10-KSB.
In the opinion of the Company's management, these financial statements
reflect all adjustments necessary to present fairly the Company's
financial position at October 31, 2000 and April 30, 2000 and the results
of operations and the statements of cash flows for the six months ended
October 31, 2000. The results of operations for the three and six months
ended October 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 $544,624. 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.
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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Three and Six Months Ended October 31, 2000 (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 will 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 the extended deadline of May 31, 2000,
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.
In May 2000 Pacific informed the Company it was withdrawing from
the agreement.
All exploration costs incurred on these properties have been
expensed as incurred resulting in no recognition of an asset on
the balance sheet. As a result of this policy the transfer of a
50% interest to Pacific resulted in no gain or loss as there were
no proceeds from the disposition. Additionally the Company's
issuance of 200,000 shares to Pacific was expensed as exploration
costs when incurred.
7
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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Three and Six Months Ended October 31, 2000 (Unaudited)
(U.S. Dollars)
================================================================================
4. PROPERTIES (Continued)
(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 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 and sold up to August 31, 2009 or
until sooner terminated. 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 of 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 is five years. No
options have been granted under the 1999 plan.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
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 October 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").
During the quarter ended October 31, 2000, no exploration work was
conducted and the Company recorded no expense for exploration costs. The Company
accrued $1,591 in professional fees during the quarter for legal and accounting
services.
Changes in Financial Condition
------------------------------
Net loss for the six-month period ended October 31, 2000 was $13,474, or
$0.00 per share, compared with a net loss of $56,982, or $0.01 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, or
consider allowing some of its claims to lapse due to lack of funding. However,
the Company does not believe the claims it might allow to lapse (the Hocking and
Hump Lake properties) will likely result in profits to the Company due to less
than encouraging exploration results on these properties. Since no work is
required during the next year on the Phelps Dodge claims, these claims will be
unaffected by the Company's lack of funding.
In December 2000 Mark Smith invested money in the Company to proceed
with the Henday Lake claims. The final structure of the investment by Mr. Smith
is still being negotiated.
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
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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 2(c) Unregistered Equity Securities Issued During the Quarter
In August 2000 the Company issued 120,000 shares of its common stock to
Level Jump Trading, Inc. as consideration for entering into the Financial
Advisory and Investment Banking Agreement. The shares were issued pursuant to
the exemption under Section 4(2) of the Securities Act of 1933.
Item 6. Exhibits and Reports on Form 8-K
(a) 3.1 Articles of Incorporation. /(1)/
3.2 Bylaws./(1)/
10.9 Financial Advisory and Investment Banking Agreement with Level
Jump Trading, Inc. Filed herewith.
27.1 Financial Data Schedule. Filed herewith.
____________
(1) Incorporated by reference from the Company's Registration Statement on
Form 10-SB, filed with the SEC on October 14, 1999.
(b) Reports on Form 8-K: During the quarter ended October 31, 2000, the
Company filed no reports on Form 8-K.
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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: December 19, 2000 By: /s/ Thornton J. Donaldson
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Thornton J. Donaldson, President and
Director
Date: December 19, 2000 By: /s/ William G. Timmins
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William G. Timmins, Secretary and
Director
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