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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q
Quarterly Report pursuant to Section 13 of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 2000
(Commission File No. 0-13029)
American Pacific Minerals Ltd.
(Exact name of registrant as specified in its charter)
British Columbia, Canada 68-0302381
(State of incorporation) (I.R.S. Employer
Identification Number)
c/o Savage Capital Corporation
595 Burrard Street
Vancouver, British Columbia,
Canada V7X 1A2
(604) 255-3835
(Address of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 ___
---
On December 31, 1999, the Registrant had 42,006,040 issued and outstanding
Common Shares.
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AMERICAN PACIFIC MINERALS LTD.
(Commission File No. 0-13029))
TABLE OF CONTENTS TO FORM 10-Q
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Page
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PART I - FINANCIAL INFORMATION
Item 1 Management's Discussion and Analysis of Financial Condition and
General......................................................... 3
Item 2: Financial Statements................................................ F-1
SIGNATURES
EXHIBITS (None)
</TABLE>
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Item 1. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General.
The Company intends to change its business from mining to the technology
industry. Consequently, for the quarter ended June 30, 2000, the Company's sole
activities consisted of furthering management's efforts to retain both legal and
accounting professionals to complete and bring up to date all the company's
regulatory, legal and tax filings in both the United States and Canada.
1. These financial statements should be read in conjunction with the financial
statements, and the accompanying notes for the year ended December 31, 1999
included in the Company's report on Form 10-K. Results of operations for
the interim periods are not necessarily indicative of results for the full
year.
2. The Company is authorized to issue 25,000,000 preferred shares with a par
value of $1.00 (Canadian) and 100,000,000 common shares with no par value.
Issued and outstanding common shares at December 31, 1999 was 42,060,040.
3. The Annual and Special General Meeting of the Members of American Pacific
Minerals Ltd. was held at Suite 2900, 595 Burrard Street, Three Bentall
Center, Vancouver, B.C. on the 19th day of May, 2000 at the hour of 3:00
o'clock in the afternoon (PST). The following is a general outline of
resolutions passed at the meeting.
A quorum was present and the meeting was properly constituted.
It was resolved that the number of directors be set at five (5).
The Company received no nominations pursuant to the Advance Notice of Meeting
published in the Vancouver Sun on February 14, 2000. Management of the Company
advised that Douglas Casey did not stand for re-election at the meeting. In his
stead, Paul Gacina, who had consented to act as a director, was nominated to
fill the vacancy. Michael Savage, Dianne L. Oslund, Brian Corkum, Cameron
Roberts and Paul Gacina were then elected directors of the Company for the
ensuing year or until their successors are elected or appointed.
Sadovnick, Telford + Skov, Certified General Accountants, were appointed
auditors for the Company, to hold office until the next Annual General Meeting
of the members.
A resolution was passed authorizing the Directors of the Company to determine
the auditors' remuneration for the ensuing year.
CONTINUATION - SPECIAL RESOLUTION
---------------------------------
Management of the Company proposed to apply to the Registrar of Companies
(British Columbia) for authorization to continue the Company to the jurisdiction
of the State of Delaware under the Delaware General Corporation Law The
continuation was sought in connection with the Company's proposed merger with
Savage Capital Corporation, an existing Delaware company, a brief description of
which was contained in the Information Circular. As a result of the continuation
and merger, the Company will be entitled, under US tax law, to carry out
acquisitions of other US incorporated companies on a tax-effective basis.
Concurrent with the continuation the Company will adopt a new set of Articles
and Bylaws and alter its authorized capital from 125,000,000 shares divided into
(i) 100,000,000 common shares without par value; and (ii) 25,000,000 Preferred
Shares with a par value of $1.00 each, having attached thereto special rights
and restrictions, to 100,000,000 shares divided into (i) 75,000,000 common stock
with a par value of US$.0001 each; and (ii) 25,000,000 Preferred stock with a
par value of US $.0001 each, all as disclosed in the Articles and Bylaws
attached to the Information Circular.
The following special resolution was passed:
"WHEREAS the Company proposes to transfer out of the Province of British
Columbia under the jurisdiction of the Company Act (British Columbia) (the
"Company Act") and continue into the State of Delaware (the "Continuation")
under the jurisdiction of the Delaware General Corporation Law (the "DGCL");
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AND WHEREAS the Management of the Company proposes to present a special
resolution to the shareholders at the Meeting with respect to the Continuation
and may subsequently decide that it is not in the best interests of the Company
to proceed with such matters;
IT IS HEREBY RESOLVED, as a special resolution, that:
1. the Company be authorized to undertake and complete the Continuation
and any one director or officer of the Company be authorized to
determine the form of documents required in respect thereof, including
any supplements or amendments thereto and including, without
limitation, the documents referred to below;
2. the Continuation of the Company's jurisdiction of incorporation from
British Columbia to the State of Delaware, pursuant to Section 37 of
the Company Act (British Columbia) and Section 388 of the DGCL, be
approved;
3. the Company's application pursuant to Section 37 of the Company Act
for authorization to be continued into and domesticated as a
"corporation" in the State of Delaware pursuant to the DGCL be
approved and ratified;
4. the Company make application to the appropriate authorities in the
State of Delaware for consent to be domesticated into and registered
as a "corporation" pursuant to the DGCL;
5. effective on the date of such Continuation under the DGCL, the
authorized share capital of the Company be altered from an authorized
capital of 100,000,000 common shares without par value, of which
42,006,040 are issued (the "Existing Shares") and outstanding and
25,000,000 Preferred Shares with a par value of $1.00 each, of which
none are issued to 75,000,000 shares of common stock each with a par
value of US $0.0001 per share of which 42,006,040 will be issued on a
share for share basis with the Existing Shares and 25,000,000 shares
of Preferred stock each with a par value of US $0.0001 per share of
which none will be issued;
6. effective on the date of such Continuation as a corporation under the
DGCL, the Company adopt a Certificate of Incorporation and Bylaws on
substantially the terms set out in the draft Certificate of
Incorporation and Bylaws made available for review by the Company's
shareholders as set out in the Information Circular of the Company
dated April 14, 2000, in substitution for the existing Memorandum and
Articles of the Company;
7. effective on the date of such Continuation as a corporation under the
DGCL, the following persons shall be the directors of the Company as a
Delaware corporation:
MICHAEL J. SAVAGE
DIANNE L. OSLUND
PAUL GACINA
BRIAN CORKUM
CAMERON ROBERTS
8. notwithstanding the passage of this special resolution by the members
of the Company, the board of directors of the Company, without further
notice to or approval of the members of the Company, may decide not to
proceed with the Continuation or otherwise give effect to this special
resolution, at any time prior to the Continuation becoming effective;
and
9. any one or more of the directors and officers of the Company be
authorized and directed to perform all such acts, deeds and things and
execute, under the seal of the Company or otherwise, all such
documents and other writings, including treasury orders, stock
exchange, NASDAQ and securities commission forms, as may be required
to give effect to the true intent of this resolution."
MERGER OF THE COMPANY WITH SAVAGE CAPITAL CORPORATION AND CHANGE OF NAME
------------------------------------------------------------------------
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Once the Company has been continued to the State of Delaware, Management
proposed that it would merge with an existing Delaware company, Savage Capital
Corporation. Dianne Oslund, a director of the Company, was also the sole
shareholder of Savage Capital Corporation. As such, Ms. Oslund was abstaining
from voting her shares on the special resolution.
The Company will also change its name to "Savage Capital Corporation", or such
other name as the Board of Directors may approve. In the event that the Members
of the Company do not pass the special resolution approving the merger of the
Company, management will not proceed with either the merger or the change of
name.
The following special resolution was passed:
"IT IS HEREBY RESOLVED, as a special resolution, that:
1. after the effectiveness of the Continuation and domestication of the
Company under the DGCL, the Company effect the Merger with Savage
Capital Corporation and that the Company be authorized to adopt the
Merger Agreement in such form as is required to give effect to the
Merger;
2. any one director or officer of the Company be authorized to determine
the form of documents required in respect thereof, including any
supplements or amendments thereto and including, without limitation,
the documents referred to below;
3. the Merger Agreement (the "Merger Agreement") in the form attached to
the Information Circular of the Company dated April 14, 2000, or as
the same may be amended, modified or supplemented pursuant to the
provisions thereof, be authorized, approved and adopted;
4. in accordance with the Merger Agreement, as part of the Merger, the
Company change its name to Savage Capital Corporation (the "Name
Change"), or such other name as may be approved by the Board of
Directors of the Company;
5. notwithstanding the passage of this special resolution by the members
of the Company, the Board of Directors of the Company may, without
further notice to or approval of the members of the Company, decide
not to proceed with all or any portion of the Merger or to otherwise
give effect to this special resolution, at any time prior to the
Merger or to otherwise give effect to this special resolution, at any
time prior to the Merger becoming effective provided that if the
directors decide not to proceed with the Merger, the directors and
officers of the Company be authorized to take such steps as may be
necessary or desirable to effect the Name Change, such steps
including, without limitation, certifying that the shareholders of the
Company have passed this resolution to change the name of the Company.
Notwithstanding the foregoing, the directors may, at any time,
determine not to proceed with the Name Change; and
6. any one or more of the directors and officers of the Company be
authorized and directed to perform all such acts, deeds and things and
execute, under the seal of the Company or otherwise, all such
documents and other writings, including treasury orders, stock
exchange, NASDAQ and securities commission forms, as may be required
to give effect to the true intent of this resolution."
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AMERICAN PACIFIC MINERALS LTD.
(A Development Stage Enterprise)
Balance Sheet
(U.S.$)
As at June 30,
2000
--------------------------------------------------------------------------------
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Second Quarter Dec.31/99
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Assets
Current
Cash $ 7,772 $ 7,772
Fixed
Furniture/Hardware 2,581 2,581
------------ ------------
TOTAL ASSETS $ 10,353 $ 10,353
============ ============
Liabilities
Current
Accounts Payable & Accrued Liabilities $ 210,321 $ 179,344
Due to Stockholders 1,322 1,322
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Total Liabilities $ 211,643 $ 180,666
------------ ------------
Stockholders' Deficiency
Preferred stock with par value $1 Can.
25,000 authorized - non issued &
o/standing
Common stock, no par value
100,000,000 authorized - 42,006,040 29,815,841 $ 29,815,841
issued & o/s
Accumulated Deficit (29,815,841) (29,815,841)
Deficit Accumulated during Development Stage (201,290) (170,313)
------------ ------------
Total Stockholders' Deficiency (201,290) (170,313)
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY $ 10,353 $ 10,353
============ ============
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AMERICAN PACIFIC MINERALS LTD.
(A Development Stage Enterprise)
Statement of Operations (U.S.$)
================================================================================
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For the 2nd Quarter Year Ended Cumulative
June 30/00 Dec. 31/99 Dev. Stage
Jan 1/96 to
June 30/00
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Revenue $ - 0 - $ - 0 - $ 17,729
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Expenses
Depreciation $ 2,139 $ 6,462
Goldfield Expenses - 0 - 47,945
Office & Miscellaneous $ (235) 3,396 25,998
Professional Fees 22,867 30,590 272,818
Rent 13,964
Share Mailings, Expenses 8,345 8,345
Travel - 0 - 42,175
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$ 30,977 36,125 $ 417,707
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Gain/Loss from continuing operations $(30,977) $(36,125) (399,978)
Gain from settlement of Lawsuit 200,000
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Gain/Loss for Period $(30,977) $(36,125) $(199,978)
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</TABLE>
Note - Gain from US Exchange Variance 1st 1/4
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<TABLE>
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=========================================================================================================================
AMERICAN PACIFIC MINERALS LTD.
(A Development Stage Enterprise)
Statements of Changes in Stockholders' Deficiency
Expressed in United States Dollars
=========================================================================================================================
Deficit
Common Shares Accumulated
---------------------------
During Total
Shares Amount Accumulated Development Stockholders'
Deficit Stage Deficiency
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Balance at
December 31, 1995 42,006,040 $29,815,841 $(10,457,482) $ - $ 19,358,359
Net loss for 1996 - - (19,358,359) (222,891) (19,581,250)
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Balance at
December 31, 1996 42,006,040 29,815,841 (29,815,841) (222,891) (222,891)
Net income for 1997 - - - 142,177 142,177
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Balance at
December 31, 1997 42,006,040 29,815,841 (29,815,841) (80,714) (80,714)
Net loss for 1998 - - - (53,474) (53,474)
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Balance at
December 31, 1998 42,006,040 29,815,841 (29,815,841) (134,188) (134,188)
-------------------------------------------------------------------------------------------------------------------------
Balance at
December 31, 1999 42,006,040 $29,815,841 $(29,815,841) $ (170,313) $ (170,313)
=========================================================================================================================
Balance at
June 30, 2000 42,006,040 $29,815,841 $(29,815,841) $ (201,290) $ (201,290)
=========================================================================================================================
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
Item 3. Defaults Upon Senior Securities.
(a) Not Applicable.
(b) Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 5. Other Information.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
July, 2000 AMERICAN PACIFIC MINERALS LTD.
By: /s/ Michael J. Savage
------------------------------------------
Michael J. Savage, Chief Executive Officer
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q
Quarterly Report pursuant to Section 13 of the Securities Exchange
Act of 1934 for the quarter ended June 30, 2000
American Pacific Minerals Ltd.
(Commission File No. 0-13029)
10
