UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A No. 1
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended October 31, 1999
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
URANIUM POWER CORPORATION
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado None
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
206-475 Howe Street, Vancouver, British Columbia, Canada V6C 2B3
----------------------------------------------------------------
(Address of principal executive offices)
(604) 685-8355
-------------------------
(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 [ ] NO [X]
The number of shares outstanding of the issuer's classes of common equity, as of
December 20, 1999 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
URANIUM POWER CORPORATION
Interim Consolidated Financial Statements
October 31, 1999
(Unaudited - Prepared by Management)
(U.S. Dollars)
INDEX Page
----- ----
Financial Statement
Balance Sheet 3
Statements of Operations 4
Statement of Stockholders' Equity 5
Statement of Cash Flows 6
Notes to Financial Statements 7-8
2
<PAGE>
<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Balance Sheets
October 31, 1999 (Unaudited) and April 30, 1999
(U.S. Dollars)
October 31, April 30,
1999 1999
(Unaudited) (Audited)
----------- ---------
<S> <C> <C>
Assets
Current
Cash ..................................................................... $ 83,182 $ 3,149
Restricted Cash ............................................................ 122,410 0
Properties (note 3) ........................................................ 59,459 59,459
--------- --------
$ 265,051 $ 62,608
========= ========
Liabilities
Accounts Payable and Accrued Liabilities ................................... $ 2,719 $ 3,082
--------- --------
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
6,862,500 shares common stock ........................................ 6,875 6,278
Treasury Stock
23,000 shares common stock ............................................. 23 0
Additional Paid-In Capital ................................................. 523,898 264,684
Deficit Accumulated During Exploration Stage ............................... (268,418) (211,436)
--------- --------
Total Stockholders' Equity ................................................. 262,332 59,526
--------- --------
$ 265,051 $ 62,608
========= ========
</TABLE>
See notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Operations
Three Months and Six Months Ended October 31, 1999 (Unaudited)
(U.S. Dollars)
Cumulative
Amounts During
Exploration
Three Months Ended Six Months Ended Stage to
October 31, October 31, October 31,
1999 1998 1999 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Expenditures
Exploration costs
(note 3) ............................... $ 40,506 $ 0 $ 42,166 $ 0 $ 178,962
Professional fees ........................ 5,508 1,919 12,919 4,800 31,651
Advertising and
promotion .............................. 1,363 0 1,363 0 31,963
Rent ..................................... 1,347 0 2,355 0 3,230
Office ................................... 987 31 (2,297) 0 3,576
Transfer agent fee ....................... 325 0 476 49 1,127
Travel ................................... 0 0 0 0 17,909
---------- --------- ---------- --------- -----------
Net Loss for Period ........................ $ (50,036) $ (1,950) $ (56,982) $ (4,849) $ (268,418)
========== ========= ========== ========= ===========
Loss Per Share ............................. $ (0.01) $ (0.00) $ (0.01) $ (0.00)
========== ========= ========== ========= ===========
Weighted Average
Number of Shares
Outstanding .............................. 6,422,945 6,354,723
========== =========
</TABLE>
See notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficiency)
Six Months Ended October 31, 1999 (Unaudited) and Year Ended April 30, 1999
(U.S. Dollars)
Deficit
Accumulated Total
Additional During the Stockholders'
Common Stock Treasury Stock Paid-In Exploration Equity
Shares Par Value Shares Par Value Capital Stage (Deficiency)
------ --------- ------ --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, April 30, 1998 ........ 6,000,000 $ 6,000 0 $ 0 $ 91,834 $ (700) $ 97,134
Common stock issued
For subscriptions ............ 1,000,000 1,000 0 0 606,005 0 607,005
For resource properties ...... 200,000 200 0 0 137,131 0 137,331
Share issue costs .............. 0 0 0 0 (15,586) 0 (15,586)
Net loss ....................... 0 0 0 0 0 (210,736) (210,736)
--------- ---------- --------- ---------- ---------- ---------- ----------
Balance April 30, 1999 ......... 7,200,000 7,200 0 0 819,384 (211,436) 615,148
--------- ---------- --------- ---------- ---------- ---------- ----------
Common stock issued for cash ... 600,000 600 0 0 299,595 0 300,195
Common stock returned to
treasury for cancellation
(note 6) ..................... (922,500) (925) 0 0 (555,154) 0 (556,079)
Treasury stock (note 6) ........ 0 0 (23,000) (23) (14,927) 0 (14,950)
Share issue costs .............. 0 0 0 0 (25,000) 0 (25,000)
Net loss for six months ........ 0 0 0 0 0 (56,982) (56,982)
--------- ---------- --------- ---------- ---------- ---------- ----------
Change for six months .......... (322,500) (325) (23,000) (23) (295,486) (56,982) (352,816)
--------- ---------- --------- ---------- ---------- ---------- ----------
Balance, October 31, 1999 ...... 6,877,500 $ 6,875 (23,000) $ (23) $ 523,898 $ (268,418) $ 262,332
========= ========== ========= ========== ========== ========== ==========
</TABLE>
See notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Cash Flow
Three Months and Six Months Ended October 31, 1999 (Unaudited)
(U.S. Dollars)
Three Months Six Months
Ended Ended
October 31, October 31,
1999 1999
------------ -----------
(unaudited) (unaudited)
<S> <C> <C>
Operating Activities
Net loss ........................................................ $ (50,038) $ (56,982)
Adjustments to reconcile net
loss to net cash used in operating activities
Exploration costs acquired for shares ....................... 0 0
Change in Operating Assets and Liabilities
Accounts payable ................................................ 61 (363)
--------- ---------
Net Cash Used in Operating Activities ............................. (49,975) (57,345)
--------- ---------
Financing Activities
Issuance of shares for cash ..................................... 300,195 300,195
Common stock returned to treasury ............................... 0 (7,306)
Cancellation of common stock .................................... (8,101) (8,101)
Repayment of loan payable ....................................... (19,916) 0
Share issue costs ............................................... (25,000) (25,000)
Restricted cash ................................................. (122,410) (122,410)
--------- ---------
Net Cash Provided By Financing Activities ......................... 124,768 137,378
--------- ---------
Inflow (Outflow) of Cash .......................................... 74,793 80,033
Cash, Beginning of Period ......................................... 8,389 3,149
--------- ---------
Cash, End of Period ............................................... $ 83,182 $ 83,182
========= =========
</TABLE>
See notes to financial statements.
6
<PAGE>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Six Months Ended October 31, 1999 (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 for the year ended April 30, 1999.
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, 1999 and April 30, 1999 and the consolidated
results of operations and the statement of cash flows for the three months
and six months ended October 31, 1999. The results of operations for the
three months and six months ended October 31, 1999 are not necessarily
indicative of the results to be expected for the entire fiscal year.
2. LOSS PER SHARE
Net loss per share computations are based on the weighted average number of
shares outstanding during the period.
3. PROPERTIES
(a) Hocking Lake Property and Henday Lake Property
By agreement dated April 13, 1998, the Company acquired all 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
$59,549 ($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 $338,000 (Cdn. $500,000) by
December 31, 1999 and $1,690,000 (Cdn. $2,500,000) by December 31,
2002. The optioner can earn back a 35% interest by incurring
cumulative expenditures of not less than $2,028,000 (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.
7
<PAGE>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Six Months Ended October 31, 1999 (Unaudited)
(U.S. Dollars)
- --------------------------------------------------------------------------------
3. PROPERTIES (Continued)
By an agreement dated March 24, 1999, between the Company and Pacific
Amber Resources Ltd., 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 December 31,
1999. A total of ($229,013 (Cdn. $338,777) was incurred as at October
31, 1999). In return, the Company issued the optionee 200,000 common
shares at a deemed value of $0.65 each.
All expenditures by the Company on these properties have been expensed
as incurred.
(c) Northern mining property
By agreement dated October 29, 1998 (subsequently extended to December
1, 1999) the Company has an option to acquire 100% interest in a
mining claim in Northern Mining District, Saskatchewan by issuing
50,000 free trading shares and paying $13,375 to the owner of the
property. This is contingent upon completion of certain specified
exploration work. 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 per
pound or less and $0.50 per pound where the price of the product is
$18 per pound or more.
This transaction will be accounted for when the shares are issued. The
recorded cost amount will be determined taking into consideration the
seller's historical cost and the fair value of the stock at the time
of issuance.
4. 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.
5. WARRANTS
During the three months and six months ended October 31, 1999, the Company
issued 600,000 warrants each exercisable into one share of common stock at
$0.50 per share. The warrants expire in 2 years.
8
<PAGE>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Six Months Ended October 31, 1999 (Unaudited)
(U.S. Dollars)
- --------------------------------------------------------------------------------
6. COMMON STOCK
(a) Subscriptions not paid
In April 1999 the Company received subscriptions and issued a Treasury
Order for the issue of 922,500 common shares. These shares were unpaid
at April 30, 1999 and were held by the Company pending receipt of the
proceeds of issue. As the funds were not received the shares were
returned to treasury for cancellation in June 1999.
(b) Treasury stock
During the six months ended October 31, 1999 the Company purchased
23,000 shares of its capital stock from the original owners who had
acquired the shares prior to April 30, 1999 in a private placement.
The stock was purchased for the same amount as the proceeds from
original issue.
7. RELATED PARTY TRANSACTIONS
The following transactions occurred with parties who are related by way of
minority share ownership in the capital stock of the Company and being
a director of the Company and corporate shareholders.
(a) Acquisition of assets of Athabasca Uranium Syndicate (note 1) in
exchange for 6,000,000 common shares.
(b) Agreement with Pacific Amber Resources Ltd. (note 3(b)) and issuance
of 200,000 common shares under the agreement.
(c) Option to acquire an interest in a mining claim from a minority
shareholder who is an officer and director (note 3(c)).
9
<PAGE>
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, 1999, 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 has made an agreement
with Pacific Amber Resources Ltd. ("PAR"), whereby PAR may 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 $229,013 ($338,777 Can.) was expended as of October 31, 1999. 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.
The Company has made an agreement with Geoterrex-Dighem to conduct an airborne
electromagnetic and magnetic survey on its two 100% owned properties (Henday
Lake and Hocking Lake) and its seventh optional property (Hump Lake). Estimated
cost of this survey is $162,332 ($240,136 Can.). Geoterrex-Dighem required the
Company to put money in trust with an attorney to ensure that the Company could
pay the cost of the survey. The balance of the unspent money in trust, $122,410,
appears as restricted cash in the financial statements. In order to finance this
survey and the anticipated following ground geophysical surveys, the Company
issued 600,000 of its common shares in a private placement for $300,000. The
liability only arises upon rendering of services and an invoice being issued. As
of October 31, 1999, no unpaid invoices from Geoterrex-Dighem were outstanding.
Thus, there is no liability to be recorded as of October 31, 1999.
During the quarter, the Company repaid a loan to PAR. PAR had lent the Company
$19,916 for ongoing expenses of the Company. The loan was repaid out of the
proceeds of the private placement referred to in the preceding paragraph.
10
<PAGE>
During the quarter, the Company also purchased 12,000 shares of its Common
Stock, for $1 (Can.) per share, from three individuals who had purchased the
stock for $1 (Can.). These individuals had become dissatisfied with the slow
progress of the Company's business plan.
During the quarter and six months ended October 31, 1999, the Company expended
$40,506 and $42,166, respectively, for exploration costs.
Changes in Financial Condition
Net loss for the three-month period ended October 31, 1999 was $50,036, or $0.01
per share, compared with a net loss of $1,950, or $0.00 per share, for the same
quarter of 1998. The Company will continue to rely on funding from financing
sources in order to proceed with its development activities.
Forward-Looking Statements
The following cautionary statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 in order for the Company to avail
itself of the "safe harbor" provisions of that Act in the future. 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.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) On October 7, 1999, the Company issued 600,000 shares of its Common Stock
to an accredited investor, at $0.50 per share, for a total capital
contribution of $300,000. This investor also received warrants to purchase
an additional 600,000 shares, at $0.50 per share, exercisable until October
7, 2001. These securities were offered pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended. No underwriter was involved in the transaction.
(f) The registration statement of the Company was effective on December 13,
1999. The Commission file number is 0-27659.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 3(i) - Articles of Incorporation. (1)
Exhibit 3(ii) - Bylaws. (1)
Exhibit 27.1 - Financial Data Schedule.
- ----------------------
(1) Incorporated by reference from Registration Statement on Form 10-SB, File
No. 0-27659, filed with the SEC on October 14, 1999.
(b) Reports on Form 8-K: During the quarter ended October 31, 1999, the Company
filed no reports on Form 8-K.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-QSB/A No. 1 to be signed on its behalf
by the undersigned thereunto duly authorized.
URANIUM POWER CORPORATION
Date: February 21, 2000 By: /s/ Thornton J. Donaldson
-------------------------------------
Thornton J. Donaldson, President and
Director
Date: February 21, 2000 By: /s/ William G. Timmins
--------------------------------------
William G. Timmins, Secretary and
Director
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-START> AUG-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 83,182
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 83,182
<PP&E> 181,869<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 265,051
<CURRENT-LIABILITIES> 2,719
<BONDS> 0
0
0
<COMMON> 6,852
<OTHER-SE> 255,480
<TOTAL-LIABILITY-AND-EQUITY> 265,051
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (50,036)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (50,036)
<INCOME-TAX> 0
<INCOME-CONTINUING> (50,036)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (50,036)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
<FN>
<F1>5-02(B) includes $122,410 restricted cash.
</FN>
</TABLE>
