UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(x ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
--------------------------------------------------
( ) 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 O-11695
----------------------------------------
AMBRA RESOURCES GROUP, INC.
--------------------------------------------------
(Exact name of registrant as specified in charter)
UTAH 87-0403828
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700-890 West Pender Street, Vancouver., Canada, V6C 1J9
- ----------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
1- 604- 669-2723
--------------------------------------------------
Registrant's telephone number, including area code
AMBRA ROYALTY - same address
---------------------------------
(Former name, former address, and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required 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), Yes [ ] No [X ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.
Class Outstanding as of May 25, 1999
--------------------- -------------------------------
Common Stock, $0.001 44,657,712
-1-
<PAGE>
<TABLE>
<CAPTION>
INDEX
Page
Number
------
PART I.
<S> <C>
ITEM 1. Financial Statements (unaudited).................................................3
Balance Sheets...................................................................4
March 31, 1999 and June 30, 1998
Statements of Operations
Three and nine months ended March 31, 1999 and 1998............................5
and the period from January 27, 1984 to March 31, 1999
Statement of Changes in Stockholders' Equity
Period from January 27, 1984 to
March 31, 1999.................................................................6
Statements of Cash Flows
Three and nine months ended March 31, 1999 and 1998...........................13
and the period from January 27, 1984 to March 31, 1999
Notes to Financial Statements...................................................15
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.................................20
PART II. Other Information...............................................................23
Signatures......................................................................24
</TABLE>
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The accompanying balance sheets of Ambra Resources Group, Inc. (a development
stage company) at March 31, 1999 and June 30, 1998, and the statements of
operations and cash flows for the three and nine months ended March 31, 1999 and
1998 and the period from January 27, 1984 to March 31, 1999, and the statement
of stockholder' equity for the period from January 27, 1984 to March 31, 1999,
have been prepared by the Company's management and they do not include all
information and notes to the financial statements necessary for a complete
presentation of the financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the quarter ended March 31, 1999, are not necessarily
indicative of the results that can be expected for the year ending June 30,
1999.
-3-
<PAGE>
<TABLE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 1999 and June 30, 1998
================================================================================
ASSETS
<CAPTION>
Mar 1999 June 1998
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash 13,240 $ 60,034
----------- -----------
Total Current Assets 13,240 60,034
----------- -----------
PROPERTY AND EQUIPMENT - net of accumulated
depreciation - (Note 2) 111,806 104,712
----------- -----------
OTHER ASSETS
Residential lots - Phoenix Arizona 75,000 75,000
Mining claims - (Note 3) 64,918 56,917
Oil leases - (Note 4) 348,239 270,465
Deposits 3,333 20,071
----------- -----------
Total Other Assets 491,490 422,453
----------- -----------
$ 616,536 $ 587,199
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related parties 223,191 $ 43,100
Accounts payable - other 86,611 101,454
----------- -----------
Total Current Liabilities 309,802 144,554
----------- -----------
STOCKHOLDERS' EQUITY
Common stock
50,000,000 shares authorized, at $.001 par value;
44,657,712 shares issued and outstanding at March 31;
32,216,756 at June 30 44,658 32,217
Capital in excess of par value 2,556,888 2,090,806
Deficit accumulated during the development stage (2,294,812) (1,680,378)
----------- -----------
Total Stockholders' Equity 306,734 442,645
----------- -----------
$ 616,536 $ 587,199
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-4-
<PAGE>
<TABLE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended March 31, 1999 and 1998 and the
Period From January 27, 1984 (date of inception) to March 31, 1999
================================================================================
<CAPTION>
Three Months Six Months
Mar Mar Mar Mar Jan 27, 1984 to
1999 1998 1999 1998 Mar 31, 1999
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES $ 1,350 $ -- $ 4,050 $ 3,059 $ 235,443
EXPENSES 446,722 84,401 618,484 446,652 2,530,255
------------ ------------ ------------ ------------ ------------
NET LOSS $ (445,372) $ (84,401) $ (614,434) $ (443,593) $ (2,294,812)
============ ============ ============ ============ ============
LOSS PER COMMON SHARE
Basic $ (.011) $ (.003) $ (.015) $ (.016)
------------ ------------ ------------ ------------
Diluted $ (.010) $ (.003) $ (.014) $ (.014)
------------ ------------ ------------ ------------
AVERAGE OUTSTANDING
SHARES
Basic 39,787,712 27,793,756 39,787,712 27,793,756
------------ ------------ ------------ ------------
Diluted 42,237,712 31,343,756 42,277,712 31,343,756
------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-5-
<PAGE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from January 27, 1984 (Date of Inception) to March 31, 1999
================================================================================
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
-------- -------- --------- --------
Balance January 27, 1984
(Date of Inception) -- $ -- $ -- $ --
Issuance of common stock for
oil and gas leases 122,086 122 19,438 --
Net income from operations
for the period ended
June 30, 1984 -- -- -- 3,048
-------- -------- -------- --------
Balance June 30, 1984 122,086 122 19,438 3,048
Net loss from operations
for the year ended
June 30, 1985 -- -- -- (44,556)
-------- -------- -------- --------
Balance June 30, 1985 122,086 122 19,438 (41,508)
Issuance of common stock
for cash 501 1 38 --
Net income from operations
for the year ended
June 30, 1986 -- -- -- 18,018
-------- -------- -------- --------
Balance June 30, 1986 122,587 123 19,476 (23,490)
Issuance of common stock
for cash 7,774 7 19,298 -- --
Net loss from operations
for the year ended
June 30, 1987 -- -- -- (9,248)
-------- -------- -------- --------
The accompanying notes are an integral part of these
financial statements.
-6-
<PAGE>
<TABLE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
Period from January 27, 1984 (Date of Inception) to March 31, 1999
================================================================================
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Balance June 30, 1987 130,361 130 38,774 (32,738)
Issuance of common stock
for cash 6,000 6 -- --
Net income from operations
for the year ended
June 30, 1988 -- -- -- 15,828
--------- --------- --------- ---------
Balance June 30, 1988 136,361 136 38,774 (16,910)
Net loss from operations
for the year ended
June 30, 1989 -- -- -- (22,000)
--------- --------- --------- ---------
Balance June 30, 1989 136,361 136 38,774 (38,910)
--------- --------- --------- ---------
Balance June 30, 1992 136,361 136 38,774 (38,910)
Capital contribution - expenses -- -- 752 --
Issuance of common stock
for services - related party 900,000 900 8,100 --
Net loss from operations
for the year ended
June 30, 1993 -- -- -- (9,752)
--------- --------- --------- ---------
Balance June 30, 1993 1,036,361 1,036 47,626 (48,662)
Issuance of common stock
for land 200,000 200 (200) --
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-7-
<PAGE>
<TABLE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
Period from January 27, 1984 (Date of Inception) to March 31, 1999
================================================================================
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
--------- --------- --------- -----------
<S> <C> <C> <C> <C>
Issuance of common stock
for services - related party 300,000 300 2,700 --
Issuance of common stock
for mining claims - related party 50,000 50 450 --
Issuance of common stock
for stock dividends 16 -- -- --
Issuance of common stock
for cash 22,500 23 44,977 --
Net loss from operations
for the year ended
June 30, 1994 -- -- -- (82,277)
--------- --------- --------- ---------
Balance June 30, 1994 1,608,877 1,609 95,553 (130,939)
Issuance of common stock
for option on property 50,000 50 450 --
Issuance of common stock
for mining claims - related party 150,000 150 1,350 --
Issuance of common stock
for expenses 22,000 22 198 --
Issuance of common stock for cash 255,000 255 179,745 --
Net loss from operations
for the year ended June 30, 1995 -- -- -- (115,762)
--------- --------- --------- ---------
Balance June 30, 1995 2,085,877 2,086 277,296 (246,701)
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-8-
<PAGE>
<TABLE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
Period from January 27, 1984 (Date of Inception) to March 31, 1999
================================================================================
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Issuance of common stock for
expenses - September 22, 1995 -
related party 137,979 138 68,850 --
Issuance of common stock for
cash - November 2, 1995 10,000 10 4,990 --
Issuance of common stock for
equipment and expenses -
November 2, 1995 - (Note 8) 1,173,897 1,174 (1,174) --
Issuance of common stock for
cash - December 15, 1995 10,000 10 4,990 --
Issuance of common stock for
cash - February 20, 1996 40,000 40 19,960 --
Issuance of common stock for
expenses - April 30, 1996 20,000 20 3,980 --
Issuance of common stock for
cash and expenses - May 8, 1996 153,000 153 30,447 --
Issuance of common stock for
expenses - May 20, 1996 62,500 62 12,438 --
Issuance of common stock for
cash - May 20, 1996 25,000 25 12,475 --
Issuance of common stock for
oil leases - June 18, 1996 -
related party 200,000 200 1,800 --
Issuance of common stock for
expenses - June 18, 1996 -
related party 300,000 300 59,700 --
Net loss from operations for
the year ended June 30, 1996 -- -- -- (269,717)
--------- --------- --------- ---------
Balance June 30, 1996 4,218,253 4,218 495,752 (516,418)
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-9-
<PAGE>
<TABLE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
Period from January 27, 1984 (Date of Inception) to March 31, 1999
================================================================================
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Issuance of additional shares resulting
from reverse stock split - Oct 1996 4,540,007 4,540 (4,540) --
Issuance of common stock for accts pay
and commissions at $.05 - Oct 1996 1,028,600 1,029 48,730 --
Issuance of common stock for mining
claims at $.05 - Nov 1996 100,000 100 4,900 --
Issuance of common stock for services and
expenses at $.05- related parties - Nov 1996 2,425,200 2,425 123,065 --
Issuance of common stock for services -
at $.05 - Jan 1997 425,000 425 20,825 --
Issuance of common stock for services and
expenses at $.05 - related parties - Apr97 1,774,506 1,775 86,952 --
Issuance of common stock for oil leases
at $.05 - May 1997 600,000 600 29,400 --
Issuance of common stock for services and
expenses at $.05 - related parties - May97 2,550,000 2,550 124,950 --
Issuance of common stock for cash at $.10 -
May & June 1997- private placement 1,359,000 1,359 134,541 --
Issuance of common stock for oil leases
at $.05 - June 1997 1,240,000 1,240 60,760 --
Issuance of common stock for cash at $.10 -
June 1997 - private placement 1,008,000 1,008 99,800 --
Issuance of common stock for services
at $.05 - June 1997 640,000 640 30,860 --
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-10-
<PAGE>
<TABLE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
Period from January 27, 1984 (Date of
Inception) to March 31, 1999
================================================================================
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Issuance of common stock for mining
claims at $.05 - June 1997 100,000 100 4,900 --
Net loss from operations for the
year ended June 31, 1997 -- -- -- (515,238)
---------- ---------- ---------- ----------
Balance June 30, 1997 22,008,566 22,009 1,260,895 (1,031,656)
Issuance of common stock for oil
leases at $.10 - July 1997 930,000 930 92,070 --
Issuance of common stock for payment
of debt at $.10 - July 1997 - related party 1,134,480 1,134 112,314 --
Issuance of common stock for two
residential lots at $.10 - Sept 1997 700,000 700 69,300 --
Issuance of common stock and payment
of stock issuance expense - Sept 1997 250,000 250 (9,250) --
Issuance of common stock for cash at $.10 - 1,221,000 1,221 120,879 --
July and Sept 1997 - private placement
Issuance of common stock for services and
payment of debt at $ .10 - related parties 1,199,710 1,200 118,771 --
Dec 1997
Issuance of common stock for costs
of stock issuance - Dec 1997 250,000 250 (250) --
Issuance of common stock for installment
payment on mining claims at $.10 - 100,000 100 9,900 --
Dec 1997
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-11-
<PAGE>
<TABLE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
Period from January 27, 1984 (Date of Inception) to March 31, 1999
================================================================================
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Issuance of common stock for expenses 549,000 549 54,351 --
At $.10 - related parties - Dec 1997
Issuance of common stock for expenses 2,274,000 2,274 111,426 --
at $.05 - related parties - May 1998
Issuance of common stock for expenses
at $.095 - related parties - June 1998 1,500,000 1,500 140,500 --
Issuance of common stock for expenses
at $.10 - June 1998 100,000 100 9,900 --
Net loss from operations for the year
ended June 30, 1998 -- -- -- (648,722)
----------- ----------- ----------- -----------
Balance June 30, 1998 32,216,756 $ 32,217 $ 2,090,806 $(1,680,378)
Issuance of common stock for installment
payment on mining claims - Jul 1998 100,000 100 7,900 --
Issuance of common stock for cash
at $.08 - Jul 1998 450,000 450 35,550 --
Issuance of common stock for expenses
at $.10 - Jul 1998 295,000 295 29,205 --
Issuance of common stock for services
at $.08 - Jul 1998 457,500 458 36,142 --
Issuance of common stock for cash
at $.05 - Jul 1998 268,456 268 13,155 --
Issuance of common stock for services
and expenses at $.025 - Jan 1999 5,520,000 5,520 132,480 --
Issuance of common stock for services
at $.10 - Jan 1999 500,000 500 49,500 --
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-12-
<PAGE>
<TABLE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
Period from January 27, 1984 (Date of Inception) to March 31, 1999
================================================================================
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Issuance of common stock for services
at $.07 - Feb 1999 700,000 700 48,300 --
Issuance of common stock for stock
issue expenses at $.04 - Feb 1999 1,500,000 1,500 (1,500) --
Issuance of common stock for purchase
of mineral property at $.07 - Feb 1999 1,000,000 1,000 69,000 --
Issuance of common stock for purchase
of mineral property at $.04 - Feb 1999 1,200,000 1,200 46,800 --
Issuance of common stock for stock
Issue expenses at $.04 - Feb 1999 450,000 450 (450) --
Net loss from operations for the nine
months ended March 31, 1999 -- -- -- (614,434)
----------- ----------- ----------- -----------
Balance March 31, 1999 44,657,712 $ 44,658 $ 2,556,888 $(2,294,812)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-13-
<PAGE>
<TABLE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Three and Nine Months Ended March 31, 1999 and 1998 and the
Period January 27, 1984 (Date of Inception) to March 31, 1999
================================================================================
<CAPTION>
Three Months Nine Months
-------------------------- -------------------------- Jan 27, 1984
Mar Mar Mar Mar to
1999 1998 1999 1998 Mar 31, 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (445,372) $ (84,401) $ (614,434) $ (443,593) $(2,294,812)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depletion, depreciation
and amortization 775 650 2,325 1,950 31,764
Common capital stock issued
for services & expenses 237,000 60,180 303,100 204,746 1,546,671
Loss of oil leases 40,225 -- 40,225 -- 51,225
(Increase) decrease in accounts receivable -- -- 20,071 -- --
(Increase) decrease in security deposits -- -- (3,333) -- (3,333)
Increase (decrease) in liabilities 189,265 20,650 165,248 (2,958) 185,011
----------- ----------- ----------- ----------- -----------
Net Cash Used By Operations 21,893 (2,921) (86,798) (239,855) (483,474)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of property & equipment (7,818) -- (9,419) (5,000) (123,809)
Purchase of oil & gas leases and
mining claims -- -- -- -- (97,948)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES
Net proceeds from sale of capital stock -- -- 49,423 122,100 718,471
----------- ----------- ----------- ----------- -----------
Net increase (decrease) in cash 14,075 (2,921) (46,794) (122,755) 13,240
Cash at beginning of year (835) 3,451 60,034 123,285 --
----------- ----------- ----------- ----------- -----------
Cash at end of year $ 13,240 $ 530 $ 13,240 $ 530 $ 13,240
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-14-
<PAGE>
<TABLE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (Continued)
For the Period January 27, 1984 (Date of Inception) to March 31, 1999
================================================================================
<CAPTION>
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
<S> <C>
Issuance of 122,086 shares in exchange for royalty interest
interests i oil and gas leases - 1984 $ 19560
--------
Issuance of 900,000 shares for services - 1993 9,000
--------
Issuance of 200,000 shares for land - 1993 - (Note 1) --
--------
Issuance of 50,000 shares for mining claims - 1994 500
--------
Issuance of 300,000 shares for services - 1994 3,000
--------
Issuance of 50,000 shares for option on property - 1994 500
--------
Issuance of 150,000 shares for mining claims - 1995 1,500
--------
Issuance of 22,000 shares for expenses - 1995 220
--------
Issuance of 137,979 shares for expenses - 1995 68,988
--------
Issuance of 1,173,897 shares for equipment and expenses - 1995 - Note 1 --
--------
Issuance of 20,000 shares for expenses - 1996 4,000
--------
Issuance of 118,115 shares for expenses - 1996 23,623
--------
Issuance of 62,500 shares for expenses - 1996 12,500
--------
Issuance of 200,000 shares for oil leases - 1996 2,000
--------
Issuance of 300,000 shares for expenses - 1996 60,000
--------
Issuance of 1,028,600 shares for accounts payable and commissions - 1996 49,759
--------
Issuance of 100,000 shares for mining claims - 1996 5,000
--------
Issuance of 2,425,200 shares for services and expenses - 1996 125,490
--------
Issuance of 425,000 shares for services -1997 21,250
--------
Issuance of 1,774,506 shares for services and expenses - 1997 88,727
--------
Issuance of 600,000 shares for oil leases - 1997 30,000
--------
Issuance of 2,550,000 shares for services and expenses - 1997 127,500
--------
Issuance of 1,240,000 shares for oil leases - 1997 62,000
--------
Issuance of 640,000 shares for services - 1997 31,500
--------
Issuance of 100,000 shares for mining claims - 1997 5,000
--------
Issuance of 930,000 shares for oil leases - 1997 93,000
--------
Issuance of 1,134,480 shares for payment of debt - 1997 113,448
--------
Issuance of 700,000 shares for two residential lots - 1997 70,000
--------
Issuance of 1,199,710 shares for services and payment of debt - 1997 119,971
--------
Issuance of 100,000 shares for installment payment on mining claims - 1997 10,000
--------
Issuance of 549,000 shares for expenses - 1998 54,900
--------
Issuance of 2,274,000 shares for expenses - 1998 113,700
--------
Issuance of 1,500,000 shares for expenses - 1998 142,000
--------
Issuance of 100,000 shares for installment payment on mining claims - 1998 10,000
--------
Issuance of 100,000 shares for installment payment on mining claims - 1998 8,000
--------
Issuance of 295,000 shares for payment of expenses - 1998 29,500
--------
Issuance of 457,500 shares for services - 1998 36,600
--------
Issuance of 6,720,000 shares for services - 1999 237,000
--------
Issuance of 1,950,000 shares for stock issuance expenses - 1999 --
--------
Issuance of 2,200,000 shares for mineral claims - 1999 $118,000
--------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-15-
<PAGE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Utah on January 27,
1984 with authorized capital stock of 50,000,000 shares at a par value of
$0.001.
On October 14, 1996 the Company completed a reverse stock split of ten shares of
outstanding shares for one share in connection with a name change to "Ambra
Resources Group, Inc." from "Ambra Royalty, Inc." This report has been prepared
showing after stock split shares with a par value of $0.001 from inception.
The company has been in the development stage since inception and has been
primarily engaged in the business of the acquisition and development of mining
and oil properties.
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 any policy regarding payment of dividends.
Cash and Cash Equivalents
- -------------------------
The Company considers all highly liquid instruments purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.
Property and Equipment
- ----------------------
The Company's property and equipment consists of the following at March 31,
1999.
Office equipment 11,432
Residential rentals 107,877
Less accumulated depreciation (7,503)
----------
111,806
==========
Office equipment is depreciated on the straight line method over seven years and
the residential rentals are depreciated on the straight line method over forty
years.
Earnings Per Share
- ------------------
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding after the stock splits, using the treasury
stock method in accordance with FASB No 128.
-16-
<PAGE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Amortization of Capitalized Mining and Oil Leases
- -------------------------------------------------
The Company uses the successful efforts cost method for recording its mining and
oil lease interests, which provides for capitalizing the purchase price of the
project and the additional costs directly related to proving the properties and
amortizing these amounts over the life of the mineral deposit when operations
begin or expensing the remaining balance if proven to be of no value or has an
impairment of value.
Income Taxes
- ------------
At June 30, 1998, the Company had a net operating loss carry forward of
$1,680,378. 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. The
Company is unable to establish a predictable projection of operating profits for
future years.
The net operating loss carryovers will expire beginning in the years 2000
through 2018.
Foreign Currency Translation
- ----------------------------
The transactions of the Company completed in Canadian dollars have been
translated to US dollars. Assets and liabilities are translated at the year end
exchange rates and the income and expenses at the average rates of exchange
prevailing during the years reported on.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash, investments in
mining claims and oil leases, and accounts receivable and payables, 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.
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.
3. MINING CLAIMS
On June 20, 1994 the Company purchased three unproven mineral claims, from a
related party, and are identified as Marathon, Marathon 1 and Marathon 2,
containing a total of 32 units, with expiration dates during 2006, which are
located near Cowichan Lake in the Province of British Columbia, Canada. The
claims are located within the Sicker Volcanic Belt on Vancouver Island in an
active gold mining area.
-17-
<PAGE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
3. MINING CLAIMS - continued
<TABLE>
<CAPTION>
The terms of the purchase provides for payments as follows:
Dates Due Amounts (canadian) Shares of Company
--------- ------------------ -----------------
<S> <C> <C>
6-20-94 - 200,000
11-7-96 5,000 100,000
6-30-97 10,000 100,000
12-31-97 10,000 100,000
6-30-98 10,000 100,000
12-31-98 15,000 100,000
$50,000 700,000
</TABLE>
The required stock issue of December 31, 1998 and the $15,000cn is past due on
March 31, 1999. These amounts are being capitalized until the claims are proven
or shown to be of no value.
The Company has staked an additional 20 claim units known as the Crystle Ann 1,
2, and 3 claims.
If the Company fails to make timely payments and cannot renegociate the contract
its investment in the property will be lost.
4. OIL LEASES
<TABLE>
<CAPTION>
BEAUFORT SEA PROJECT
----------------------
COST
----
<S> <C>
On June 9, 1997 the Company purchased a 3.745% working interest in the Beaufort
Sea well Esso Pex Home et al Itiyok I-27 consisting of 640 acres and is located
at Latitude 70-00', Longitude 134-00', Sections 7, 8, 17, 18, 27, 28, and 37,
License No. 55, dated April 22, 1987. During 1982 and 1983 a consortium of
companies participated in the drilling, casing, and testing the area to a depth
of 12,980 feet. A review of the well data and geological prognosis indicates
that the area would contain proven recoverable gas reserves of 108 Bscf and
proven recoverable oil reserves of 8,976 MSTB.
The other partners in the project are controlled by Exxon Oil Corporation,
however there is no immediate plans to develop the area. $67,913
</TABLE>
-18-
<PAGE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
4. OIL LEASES - continued
<TABLE>
<CAPTION>
BOONESVILLE - WISE COUNTY, TEXAS
<S> <C>
On July 11, 1997 the Company purchased a 10% working interest and a 8% net
revenue interest in an oil lease known as Boonesvile #1 Wise County, Texas for
$2,700. The Company has agreed to pay the Company's share of the initial test
well costs and on March 31, 1999 owes a balance of $49,292. A recent accident
has rendered the well inoperative and the operator has made a claim for damages
from the insurance company. The amount of the claim that may be paid is
undetermiable at this date
$ 2,700
CESSFORD - ALBERTA, CANADA
On July 17, 1997 the Company purchased a 20% interest in an oil lease in the
Cessford Area, Alberta, Canada by payment of $ 36,627 and 1,230,000 shares of
the Company. The Company has participated in the initial test well costs. On
June 3, 1998 the parties mutually agreed to reduced the 20% interest to 5%
resulting in a credit of $33,598, to the Company, to be used in the future
drilling programs . $277,626
--------
$348,239
</TABLE>
5. STOCK OPTIONS
The Company has granted a 2,500,000 share stock option to officers of the
Company at $.10 per share which will expire January 1, 2000.
6. RELATED PARTY TRANSACTIONS
See statement of changes in stock regarding shares issued to officers for
services and mining claims. See note 5 regarding stock options granted to
officers.
7. GOING CONCERN
The Company intends to continue to acquire other interests in various business
opportunities which, in the opinion of management, will provide a profit to the
Company.
Continuation of the Company as a going concern is dependent upon obtaining the
additional working capital necesssary to fund the projects management has
undertaken and they have developed a strategy, which they believes will
accomplish this through additional equity funding .
Management recognizes that, if they are unable to raise additional capital, they
cannot conduct operations in the future and they will lose the properties
outlined in notes 3,and 4.
-19-
<PAGE>
AMBRA RESOURCES GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
8. CONTINUING AND CONTINGENT LIABILITIES
On July 9, 1993 the Company issued 200,000 shares of it's common stock in
exchange for 2,100 acres of undeveloped land located in Fentress and Overton
Counties, Tennessee. This parcel was part of a larger purchase of 12,100 acres
by
the predecessor by the issuance of a convertible corporate debenture and the
assumption of a lien due the U.S. Army Corp. of Engineers. Since that time it
has been determined that there was a defect in the title to the property and
therefore the stock was canceled by notification to the transfer agent and the
recipients of the stock, however, the stock has not been returned to the
Company. Management, with council, believe that the recipients still holding the
stock have no legal claim on the Company nor is the Company liable under the
lien. The issuance of the stock has been recorded on the books of the Company
and is shown as outstanding at the report date.
On November 2, 1995 the Company issued 1,173,897 shares of its common stock to a
previous related party in exchange for the use of office equipment and other
expenses. The parties receiving the stock have agreed to return the stock of the
Company for cancellation, which resulted from a dispute over the transaction.
The stock has not been returned to the Company by the report date and is shown
as outstanding with no value.
See notes 3 and 4 for amounts due in the future for oil and mining claims.
-20-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
Overview
Ambra Royalty, Inc. (the "Registrant" or "Company") was incorporated under the
laws of the State of Utah on January 27, 1984. The registrant was initially
organized primarily to hold overriding royalties of both producing and
non-producing oil and gas properties. However, the Company's articles of
incorporation authorize it to engage in all aspects of the oil and gas business
and for any other lawful purpose.
In connection with its corporate purpose, the Registrant was formed as a
wholly-owned subsidiary of Ambra Oil and Gas Company ("Ambra Oil") for the
specific purpose of holding the overriding royalty interests which were
previously owned by Ambra Oil.
In 1989, the Company transferred its remaining assets in exchange for
cancellation of the Company's debt and ceased operations. The Registrant 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 Registrant to
issue shares of its common stock as consideration for monies advanced or
services rendered on behalf of the Company.
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.
Acquisition of Property - Land - Novia Scotia, Canada
On December 8, 1994, the Registrant entered into an option purchase agreement by
the issuance of 50,000 shares of it's common stock (non refundable), to purchase
property containing 1000 acres of improved and unimproved land, lots, two homes,
and a recreation building located at Clam Bay, Halifax County, Providence of
Nova Scotia, Canada at a purchase price of $2,300,000. In late 1995 the option
expired due to non-performance by the Registrant, however, prior to the
expiration the Registrant purchased two of the lots, and their improvements.
Acquisition of Property - Mining Claims - Province of British Columbia, Canada
On June 20, 1994, the Registrant purchased three mineral claims, from a related
party, and are identified as Marathon, Marathon 1 and Marathon 2, containing a
total of 32 units, with an expiration date of February 24, 2006, which are
located near Cowichan Lake in the Province of British Columbia, Canada. The
claims are located within the Sicker Volcanic Belt on Vancouver Island in an
active gold mining area.
-21-
<PAGE>
The terms of the purchase provides for payments as follows:
Dates Due Amounts (canadian) Shares of Company
--------- ------------------ -----------------
6-20-94 - 200,000
11-7-96 5,000 100,000
6-30-97 10,000 100,000
12-31-97 10,000 100,000
6-30-98 10,000 100,000
12-31-98 15,000 100,000
$50,000 700,000
The required stock issues of December 31, 1998 and the $15,000Cn are past due on
March 31, 1999. These amounts are being capitalized until the claims are proven
or shown to be of no value.
The Company has staked an additional 20 claim units known as the Crystle Ann 1,
2, and 3 claims.
If the Company fails to make timely payments and cannot renegociate the contract
its investment in the property will be lost.
Acquisition of property - Oil Leases - Beaufort Sea Project
On June 9, 1997 the Company purchased a 3.745% working interest in the Beaufort
Sea well Esso Pex Home et al Itiyok I-27 consisting of 640 acres and is located
at Latitude 70-00', Longitude 134-00', Sections 7, 8, 17, 18, 27, 28, and 37,
License No. 55, dated April 22, 1987. During 1982 and 1983 a consortium of
companies participated in the drilling, casing, and testing the area to a depth
of 12,980 feet. A review of the well data and geological prognosis indicates
that the area would contain proven recoverable gas reserves of 108 Bscf and
proven recoverable oil reserves of 8,976 MSTB.
The other partners in the project are controlled by Exxon Oil Corporation,
however there is no immediate plans to develop the area.
The terms of the purchase provides for a payment of $15,000 and the issuance of
1,050,000 shares of the Company , which has been completed.
Acquisition of Property - Boonesville - Wise County, Texas
On July 11, 1997 the Company purchased a 10% working interest and a 8% net
revenue interest in an oil lease known as Boonesvile #1 Wise County, Texas for
$2,700. The Company has agreed pay to the operator the Company's share of the
initial test well costs and on March 31, 1999 owes a balance of $49,292.
A recent accident has rendered the well inoperative and the operator has made a
claim for damages from the insurance company. The amount of the claim that may
be paid is undetermiable at this date
-22-
<PAGE>
Acquisition of Property - Cessford - Alberta, Canada
On July 17, 1997 the Company purchased a 20% interest in an oil lease in the
Cessford Area, Alberta, Canada by payment of $ 36,627 and 1,230,000 shares of
the Company. The Company has participated in the initial test well costs. On
June 3, 1998 the parties mutually agreed to reduced the 20% interest to 5%
resulting in a credit of $33,598, to the Company, to be used in the future
drilling programs.
Loss of Properties
During the quarter ended March 31, 1999 the registrant determined that the
mineral property known as Alkali Creek Prospect located in Montana had no
remaining value and therefore expensed the balance carried as an asset.
On July 7, 1993, the board of directors of the Registrant entered into an
agreement with Dix Corporation, a Utah corporation, a nonaffiliated entity, to
exchange 200,000 shares of the Company's common stock, for real property located
in Fentress and Overton Counties, all in the State of Tennessee (the
"Property"). The conveyance of the Property was made by Warranty deed, dated
July 9, 1993. The Property is more specifically described in an Exhibit attached
to an 8-K filed and dated July 7, 1993. The Property conveyed was part of a
larger purchase of 12,100 acres by the Dix Corporation through the issuance of a
convertible corporate debentures and the assumption of a lien due the U.S. Army
Corp. of Engineers. The face value of the debenture was $1,000,000 and the lien
assumed amounted to $1,100,000. The lien is non-callable and carries no
interest, but final title insurance can be only obtained after payment of the
portion of the lien that applies to the 2,100 acres amounting to $19,792.
Since that time it has been determined that there was a defect in the title to
the property and therefore the stock was canceled by notification to the
transfer agent and the recipients of the stock. However, the stock has not been
returned to the Company. The officers of the Company, with council believe that
the recipients still holding the stock have no legal claim on the Company nor is
the Company liable under the lien. The issuance of the stock has been recorded
on the books of the Company and is shown as outstanding at December 31, 1998.
Liquidity and Capital Resources
As of March 31, 1999, the Registrant had agreed to make payments on various
projects which exceeds its current working capital, and without receiving
additional working capital, it will not be able to pay its liabilities.
Results of Operations
Since the Company ceased operations in 1989, its only activity, to date has
involved the investigation and purchase of potential business opportunities.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITEM 2. CHANGES IN SECURITIES
- --------------------------------------------------------------------------------
During July
- --------------------------------------------------------------------------------
-23-
<PAGE>
None.
through March 1999, the Registrant completed regulation S offerings and sale of
718,456 common shares for a net proceeds of $49,423 and 6,202,500 common shares
for expenses and other assets.
- --------------------------------------------------------------------------------
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- --------------------------------------------------------------------------------
None.
- --------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- --------------------------------------------------------------------------------
None.
- --------------------------------------------------------------------------------
ITEM 5. OTHER INFORMATION
- --------------------------------------------------------------------------------
None.
- --------------------------------------------------------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------------
None.
-24-
<PAGE>
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized
AMBRA RESOURCES GROUP, INC.
(Registrant)
Dated: By /s/ John M. Hickey
------------------------------
John M. Hickey, President
Dated: By /s/ John R. Rask
------------------------------
John R. Rask , Secretary
-25-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> JUN-30-1999 JUN-30-1999
<PERIOD-START> JAN-01-1999 JUL-01-1998
<PERIOD-END> MAR-31-1999 MAR-31-1999
<CASH> 113240 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 13240 0
<PP&E> 119309 0
<DEPRECIATION> 7503 0
<TOTAL-ASSETS> 616536 0
<CURRENT-LIABILITIES> 309802 0
<BONDS> 0 0
0 0
0 0
<COMMON> 44658 0
<OTHER-SE> 262076 0
<TOTAL-LIABILITY-AND-EQUITY> 616536 0
<SALES> 1350 4050
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 446722 618484
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (445372) (614434)
<EPS-BASIC> (0.11) (.015)
<EPS-DILUTED> (0.10) (.014)
</TABLE>
