UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-KSB
(x ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended March 31, 1999
-----------------------------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File number 0-0751
-------------------------------
VIABLE RESOURCES, INC
------------------------
(Exact name of registrant as specified in charter)
Nevada 83-0242652
- ------------------------------ -------------------
State or other jurisdiction (I.R.S. Employer I.D. No.)
of incorporation or organization
4700 South 900 East, 41B , Salt Lake City, Utah 84117
- ----------------------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 801- 265-2170
----------------------------
Securities registered pursuant to section 12 (b) of the Act:
Title of each class Name of each exchange on
which registered
None None
- ----------- -----------------------------
Securities registered pursuant to section 12 (g ) of the Act:
$0.01 par value common stock
----------------------------
(Title of Class)
Check whether the Issuer (1 ) filed all reports required to be filed by section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes [ ] No [ x ] (2) Yes [ x ] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $ -0-
----------
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days.
<PAGE>
At March 31, 1999, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of March 31, 1999, the registrant had 13,013,300 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part
of the form 10- KSB (e.g., part I, part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) any proxy or other
information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or
(c) under the Securities Act of 1933: NONE
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C>
PART I . . . . . . . . . . . . . . . . . . . . . . Page
- --------- -----
ITEM 1.. . . . . . . . . . . . . . . . . . . . . . DESCRIPTION OF BUSINESS 4
ITEM 2.. . . . . . . . . . . . . . . . . . . . . . DESCRIPTION OF PROPERTIES 4
ITEM 3.. . . . . . . . . . . . . . . . . . . . . . LEGAL PROCEEDINGS 4
ITEM 4.. . . . . . . . . . . . . . . . . . . . . . SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS 4
PART II
- ---------
ITEM 5.. . . . . . . . . . . . . . . . . . . . . . MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 4
ITEM 6.. . . . . . . . . . . . . . . . . . . . . . MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 5
ITEM 7.. . . . . . . . . . . . . . . . . . . . . . FINANCIAL STATEMENTS 6
ITEM 8.. . . . . . . . . . . . . . . . . . . . . . CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . 6
PART III
- -----------
ITEM 9.. . . . . . . . . . . . . . . . . . . . . . DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT 6
ITEM 10. . . . . . . . . . . . . . . . . . . . . . EXECUTIVE COMPENSATION 9
ITEM 11. . . . . . . . . . . . . . . . . . . . . . SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 9
ITEM 12. . . . . . . . . . . . . . . . . . . . . . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 10
PART IV
- ----------
ITEM 13. . . . . . . . . . . . . . . . . . . . . . EXHIBITS 11
</TABLE>
ITEM 1. DESCRIPTION OF BUSINESS
HISTORY AND ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on August 24,
1978 with authorized common stock of 25,000,000 shares at a par value of $.01.
Since inception the Company and its wholly owned subsidiary has been engaged
in the business of the exploration, development and production of mineral
properties. During 1992 the Company ceased operations and has since remained
inactive.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company does not maintain any office nor does it own any property
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended March 31, 1999.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
During the past three years there has not been an established trading market for
the company's common capital stock. Since its inception, the Company has not
paid any dividends on its common or preferred stock, and does not anticipate
that it will pay dividends in the foreseeable future. At March 31, 1998, the
Company had 1,750 shareholders.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
The Company was incorporated under the laws of the state of Nevada on August 24,
1978 with authorized common stock of 25,000,000 shares at a par value of $.01.
Since inception the Company and its wholly owned subsidiary has been engaged
in the business of the exploration, development and production of mineral
properties. During 1992 the Company ceased operations by the loss of its
remaining assets and its wholly owned subsidiary and has since remained
inactive.
On February 29, 1984, the Registrant filed a voluntary petition under chapter
XI of the United States Bankruptcy Code, in the United States Bankruptcy Court,
District of Wyoming. Previous Annual Reports on Forms 10-K have detailed the
background of the filing and progress in the reorganization proceedings. On
February 18, 1987, the Bankruptcy Court confirmed the Registrant's plan of
Reorganization which had been submitted to and approved by creditors. On July
13, 1988, the Bankruptcy Court issued the final decree closing the case of
Viable Resources, Inc. No 84-00138-B, pursuant to Rule 3022 of the bankruptcy
rules.
The ability of the Registrant to meet its obligations under the plan depended on
the operational success under the agreement. The registrant's share of the
revenues under the agreement was not sufficient to meet the payments to
creditors under the plan and during 1990 became delinquent on the payments to
creditors.
.
At the date of this report all remaining debt of the registrant after completion
of the bankruptcy has been extinguished by the statute of limitations.
The company is considered to have been in the development stage since April 1,
1993.
The Company intends to take advantage of any reasonable business proposal
presented which management believes will provide the Company and its
stockholders with a viable business opportunity. The board of directors will
make the final approval in determining whether to complete any acquisition, and
unless required by applicable law, the articles of incorporation or bylaws or by
contract, stockholders' approval will not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and other
instruments will require substantial management time and attention and will
require the Company to incur substantial costs for payment of accountants,
attorneys, and others. If a decision is made not to participate in or complete
the acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement is
reached for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in the loss to the Company of all related costs incurred. In the past
the board of directors has approved a resolution authorizing the Company to
issue shares of its common stock as consideration for monies advanced or
services rendered on behalf of the Company.
<PAGE>
Currently, management is not able to determine the time or resources that will
be necessary to complete the participation in or acquisition of any future
business prospect.
Liquidity and Capital Resources
- ----------------------------------
As of March 31, 1999 the Company had no assets and no liabilities.
Results of Operations
- -----------------------
Since the Company ceased operations in 1992, its only activity has involved the
investigation of potential business opportunities.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are included following the signature
page to this form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Each director of the Company serves for a term of one year and until his
successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his successor is elected at the annual meeting of the board of directors
and is qualified.
The following table sets forth as of March 31, 1999, the name, age, and position
of each executive officer and director and the term of office of each director
of the Company.
Name Age Position Director and/or Officer Since
- ---- --- -------- --------------------------------
Z. S. Merritt 70 President January 1983 to July 1999
Lynn Noerring 28 President After July 1, 1999
Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.
<PAGE>
Lynn Noerring - Ms. Noerring was a health technician from May 1988 to July 1998
- -------------
for the headquarters Group Military entrance Process Station at Fort Douglas,
Utah and worked with all branches of the Service ensuring successful in and out
processing for the Navy, Air Force, Army, Coast Guard, Marine Corp, and Army
National Guard. As a GS5-7 she served as Secretary to the Commander Lt. Col
Fitspatrick and gained extensive experience compiling civilian and military
evaluation reports working directly with the Main Headquarters in Chicago in
addition to the Western Sector in Denver.
Z. S. Merritt - Mr. Merritt has been a Director and a Corporate Officer of the
- -----------------
Registrant since its inception in August, 1978. He had been self-employed as a
consulting geologist and landman in Casper, Wyoming since August, 1974 and was
employed by Western Standard Corporation of Riverton, Wyoming as a Vice
President and a Director in charge of prospect acquisitions, exploration and
development. During 1968 and 1969, Mr. Merritt was manager of the uranium
exploration program for International Nuclear Corporation (now INEXCO) of
Colorado. Mr. Merritt was the Secretary, Treasurer and a Director of Extractive
Fuels, Inc. Of Casper, Wyoming from September 1975, until his resignation in
May, 1980. He has also been the President of Prairie Energy Minerals.
Except as indicated below, to the knowledge of management, during the past five
years, no present or former director, executive officer or person nominated to
become a director or an executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by a court
for the business or property of such person, or any partnership in which he was
a general partner at or within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing, or as an investment
advisor, underwriter, broker or dealer in securities, or as an affiliate person,
director or employee of any investment company, or engaging in or continuing any
conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;
<PAGE>
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal commodities
law, and the judgement in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Since the Company ceased operations, the Company knows of no person, who at any
time during the subsequent fiscal years, was a director, officer, beneficial
owner of more than ten percent of any class of equity securities of the
registrant registered pursuant to Section 12 ("Reporting Person"), that failed
to file on a timely basis any reports required to be furnished pursuant to
Section 16 (a). Based upon a review of Forms 3 and 4 furnished to the registrant
under Rule 16a-3(d) during its most recent fiscal year, other than disclosed
below, the registrant knows of no Reporting Person that failed to file the
required reports during the most recent fiscal year or prior years.
The following table sets forth as of March 31, 1999, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16(a) during the most recent fiscal year or prior years.
Name Position Report to be Filed
- ---- -------- ---------------------
Z. S. Merritt President and Director Form 3
Lynn Noerring President and Director Form 3
ITEM 10. EXECUTIVE COMPENSATION
CASH COMPENSATION
There was no cash compensation paid to any director or executive officer of the
Company during the fiscal years ended March 31, 1999, 1998, and 1997.
BONUSES AND DEFERRED COMPENSATION
None.
<PAGE>
COMPENSATION PURSUANT TO PLANS
None.
PENSION TABLE
None.
OTHER COMPENSATION
None
COMPENSATION OF DIRECTORS
None.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company, or a change in the person's responsibilities following a changing in
control of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 1999, the name and address and
the number of shares of the Company's Common Stock held of record or
beneficially by each person who held of record, or was known by the Company to
own beneficially, more than 5% of the issued and outstanding shares of the
Company's Common Stock, and the name and shareholdings of each director and of
all officers and directors as a group.
NATURE OF NUMBER OF
NAME OF PERSON OR GROUP OWNERSHIP SHARES OWNED PERCENT
- --------------------------- --------- ------------- -------
Officers and Directors and
Principal Shareholders:
Z. S. Merritt - - -
Lynn Noerring - - -
All Officers and Directors
as a Group - - -
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
There were no material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be party, in which the amount involved exceeds $60,000, and in which any
director or executive officer, or any security holder who is known by the
Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
INDEBTEDNESS OF MANAGEMENT
There were not material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS
The Company was organized more than five years ago therefore transactions
between the Company and its promoters or founders are not considered to be
material.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS. The following financial statements are included
in this report:
Title of Document Page
- ------------------- ----
Report of Andersen Andersen and Strong 12
Balance Sheet as of March 31, 1999
13
Statements of Operations for years ended March 31, 1999, and 1998 14
and the period from April 1, 1993 to March 31, 1999
Statements of Changes in Stockholders' Equity for the period from
April 1, 1993 to March 31, 1999 15
<PAGE>
Statements of Cash Flows for the years ended March 31, 1999 and 1998 16
and the period from April 1, 1993 to March 31, 1999
Notes to Financial Statements 17
(a)(2) FINANCIAL STATEMENT SCHEDULES. The following financial statement
schedules are included as part of this report:
None.
(a)(3) EXHIBITS. The following exhibits are included as part of this report by
reference:
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
VIABLE RESOURCES, INC.
/s/ Lynn Noerring
Date: October 25, 1999 By --------------------------------
Lynn Noerring, President and Director
<PAGE>
Board of Directors
Viable Resources, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have compiled the accompanying balance sheet of Viable Resources, Inc. (a
development stage Company) at March 31, 1999 and the statements of operations,
stockholders' equity, and cash flows for the years ended March 31, 1999 and
1998 the period from April 1, 1993 (date of inception of development stage) to
March 31, 1999 in accordance with standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company does not have the working
capital necessary for its planned activity, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are described in Note 3. These financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ ANDERSEN ANNDERSEN & STRONG
October 21, 1999
Salt Lake City, Utah
<PAGE>
<PAGE>
VIABLE RESOURCES, INC.
( DEVELOPMENT STAGE COMPANY )
BALANCE SHEET
MARCH 31, 1999
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS
<S> <C>
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ -
--------------
Total Current Assets . . . . . . . . . . . . . . . . . $ -
==============
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . $ -
--------------
Total Current Liabilities. . . . . . . . . . . . . . . -
--------------
STOCKHOLDERS' EQUITY
Common stock
25,000,000 shares authorized, at $0.01 par
value; 13,013,300 shares issued and outstanding 130,133
Capital in excess of par value . . . . . . . . . . 6,464,654
Accumulated deficit. . . . . . . . . . . . . . . . . . (6,594,787)
--------------
Total Stockholders' Equity . . . . . . . . . . . . . . -
--------------
$ -
==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
VIABLE RESOURCES, INC.
( DEVELOPMENT STAGE COMPANY )
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 1999 AND 1998
AND THE PERIOD APRIL 1, 1993
(DATE OF INCEPTION OF DEVELOPMENT STAGE) TO MARCH 31, 1999
<TABLE>
<CAPTION>
APR 1, 1993
MAR 31, MAR 31,
1999 1998 MAR 31, 1999
------ ------ ---------------
<S> <C> <C> <C>
REVENUES. . . . . . $ - $ 8,692 $ 40,439
EXPENSES. . . . . . 462 604,542 449,487
------------ ------------ ----------
NET LOSS. . . . . . $ (462) $ (595,850) $(409,048)
============ ============ ==========
NET LOSS PER COMMON
SHARE
Basic. . . . . . . $ - $ (0.046)
------------ ------------
AVERAGE OUTSTANDING
SHARES
Basic. . . . . 13,013,300 13,013,300
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
VIABLE RESOURCES, INC.
( DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD APRIL 1, 1993 (DATE OF INCEPTION OF DEVELOPMENT STAGE)
TO MARCH 31, 1999
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL In
-------------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ ---------- ----------
<S> <C> <C> <C> <C>
BALANCE APRIL 1, 1993 (date of inception. 13,013,300 $ 130,133 $ 6,464,654 $(6,185,739)
of development stage)
Net operating loss for the year ended
March 31, 1994 . . . . . . . . . . . . - - - (34,339)
Net operating profit for the year ended
March 31, 1995 . . . . . . . . . . . . - - - 99
Net operating profit for the year ended
March 31, 1996. . . . . . . . . . . . - - - 208,733
Net operating profit for the year ended
March 31, 1997. . . . . . . . . . . . - - - 12,771
Net operating loss for the year ended
March 31, 1998 . . . . . . . . . . . . - - - (595,850)
BALANCE MARCH 31, 1998 . . . . . . . . . . 13,013,300 130,133 6,464,654 (6,594,325)
Net operating loss for the year
ended March 31, 1999 . . . . . . . . . - - - (462)
BALANCE MARCH 31, 1999 . . . . . . . . . . 13,013,300 $ 130,133 $ 6,464,654 $(6,594,787)
========== ========= =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
VIABLE RESOURCES, INC.
( DEVELOPMENT STAGE COMPANY )
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1999 AND 1998
AND THE PERIOD APRIL 1, 1993 (DATE OF INCEPTION OF DEVELOPMENT STAGE)
TO MARCH 31, 1999
<TABLE>
<CAPTION>
APR 1, 1993
MAR 31, MAR 31,
1999 1998 TO MAR 31, 1999
--------------------------- ---------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss. . . . . . . . . . . . . . . . $ (462) $(595,850) $ (409,048)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Loss of assets . . . . . . . . - 598,900 409,048
Changes in accounts receivable - 12,500 -
Changes in accounts payable. . - (15,666) -
Net Cash Changes from Operations. (462) (116) -
---------------------- ---------- -----------------
CASH FLOWS FROM INVESTING
ACTIVITIES. . . . . . . . . . . . . . . - - -
---------------------- ---------- -----------------
CASH FLOWS FROM FINANCING
ACTIVITIES
- - -
---------------------- ---------- -----------------
Net Increase (Decrease) in Cash . . . . (462) (116) -
Cash at Beginning of Period . . . . . . 462 578 -
---------------------- ---------- -----------------
Cash at End of Period . . . . . . . . . $ - $ 462 $ -
====================== ========== =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
VIABLE RESOURCES, INC.
( DEVELOPMENT STAGE COMPANY )
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on August 24,
1978 with authorized common stock of 25,000,000 shares at a par value of $.01.
Since inception the Company and its wholly owned subsidiary has been engaged
in the business of the exploration, development and production of mineral
properties. During 1992 the Company ceased operations and has since
remained inactive.
On February 29, 1984, the Registrant filed a voluntary petition under chapter XI
of the United States Bankruptcy Code, in the United States Bankruptcy Court,
District of Wyoming. Previous Annual Reports on Form 10-K have detailed the
background of the filing and progress in the reorganization proceedings. On
February 18, 1987, the Bankruptcy Court confirmed the Registrant's plan of
Reorganization which had been submitted to and approved by creditors. On July
13, 1988, the Bankruptcy Court issued the final decree closing the case of
Viable Resources, Inc. No 84-00138-B, pursuant to Rule 3022 of the bankruptcy
rules.
The ability of the Registrant to meet its obligations under the plan depended on
the operational success under the agreement. The registrant's share of the
revenues under the agreement was not sufficient to meet the payments to
creditors under the plan and during 1990 became delinquent on the payments to
creditors.
At the date of this report all remaining debt of the registrant after completion
of the bankruptcy has been extinguished by the statute of limitations.
The company is considered to have been in the development stage since April 1,
1993.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- -------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ----------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
- -------------
On March 31, 1999, the Company had a net operating loss carry forward of
$6,594,787. The tax benefit from the loss carry forward has been fully offset
by a valuation reserve because the use of the future tax benefit is doubtful
since the Company has no operations and an estimated 6,000,000 of the loss
carryforward has expired and the balance will expire starting in 1999 through
2019.
<PAGE>
VIABLE RESOURCES, INC.
( DEVELOPMENT STAGE COMPANY )
NOTES TO FINANCIAL STATEMENTS - CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates and Assumptions
- ---------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
Financial instruments
- ----------------------
The carrying amounts of financial instruments are considered by management to be
their estimated fair values. These values are not necessarily indicative of the
amounts that the Company could realize in a current market exchange.
Earnings (Loss) Per Share
- ----------------------------
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding in accordance with FASB No. 128.
3. GOING CONCERN
The Company's management intends to acquire interests in various business
opportunities which, in the opinion of management, will provide a profit to the
Company but it does not have the working capital to be successful in this
effort.
Continuation of the Company as a going concern is dependent upon obtaining the
working capital for its planned activity and the management of the Company has
developed a strategy, which they believe can obtain the needed working capital
through additional equity funding and long term debt which will enable the
Company to pursue its objective.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
VIABLE RESOURCES, INC.
WE HEREBY CONSENT TO THE USE OF OUR REPORT DATED OCTOBER 21, 1999 FOR THE PERIOD
ENDED MARDH 31, 1999 INCLUDED IN THE FORM 10-KSB IN ACCORDANCE WITH SECTION 12
OF THE SECURITIES AND EXCHANGE ACT OF 1934.
/S/ ANDERSEN ANDERSEN & STRONG
OCTOBER 23, 1999
SALT LAKE CITY, UTAH
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