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, 2000
---------------------
[ ] 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.)
610-800 West Pender Street, Vancouver., Canada, V6C 2V6
- ----------------------------------------------- -------
(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 [x ] No [ ] 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 April 14, 2000
----- --------------------------------
Common Stock, $0.001 126,253,072
-1-
<PAGE>
INDEX
Page
Number
------
PART I.
ITEM 1. Accountants Review Report.....................................3
Balance Sheets................................................4
March 31, 2000 and June 30, 1999
Statements of Operations
Three and nine months ended March 31, 2000 and 1999........5
and the period from January 27, 1984 to March 31, 2000
Statements of Cash Flows
Nine months ended March 31, 2000 and 1999...................6
and the period from January 27, 1984 to March 31, 2000
Notes to Financial Statements.................................8
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..............12
PART II. Other Information............................................14
Signatures...................................................15
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 202
- -------------------------------- Salt Lake City, Utah 84106
Certified Public Accountants and Business Consultants
Telephone 801 486-0096
Fax 801 486-0098
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Ambra Resources Group, Inc.
We have reviewed the condensed balance sheet of Ambra Resources Group, Inc.
(development stage company) as of March 31, 2000 and the related condensed
statement of operations and the condensed statement of cash flows for the three
and nine months ended March 31, 2000 and 1999 and the periods January 27, 1984
(date of inception) to March 31. 2000. These financial statements are the
responsibility of the company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
By:/s/Andersen Andersen and Strong
----------------------------------
Andersen Andersen and Strong
Salt Lake City, Utah
May 10, 2000
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<PAGE>
AMBRA RESOURCES GROUP, INC.
( Development Stage Company)
BALANCE SHEETS
March 31, 2000 and June 30, 1999
================================================================================
ASSETS
Mar 2000 June 1999
----------- -----------
CURRENT ASSETS
Cash 1,204,099 $ 140,482
----------- -----------
Total Current Assets 1,204,099 140,482
----------- -----------
PROPERTY AND EQUIPMENT - net of accumulated
depreciation - (Note 2) 125,373 110,820
----------- -----------
OTHER ASSETS
Mining claims - (Note 3) -- --
Natural gas distribution lines 615,000 --
Web sites 122,330 --
Oil leases - (Note 4) 315,540 315,540
Equitable securities (Note 5) 70,000 50,000
Deposits -- 3,333
----------- -----------
Total Other Assets 1,122,870 368,873
----------- -----------
2,452,342 $ 620,175
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related parties 139,874 $ 271,663
Accounts payable - other 20,792 167,361
----------- -----------
Total Current Liabilities 160,666 439,024
----------- -----------
STOCKHOLDERS' EQUITY
Common stock
400,000,000 shares authorized, at
$.001 par value; 114,643,072 shares
issued and outstanding at March 31;
71,092,712 at June 30 114,643 71,093
Capital in excess of par value 5,977,891 3,397,953
Deficit accumulated during the
development stage (3,800,858) (3,287,895)
----------- -----------
Total Stockholders' Equity 2,291,676 181,151
----------- -----------
2,452,342 $ 620,175
=========== ===========
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
AMBRA RESOURCES GROUP, INC.
( Development Stage Company)
STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended March 31, 2000 and
1999 and the Period From January 27, 1984 (date of
inception) to March 31, 2000
================================================================================
<TABLE>
<CAPTION>
Three Months Nine Months
Mar Mar Mar Mar Jan 27, 1984 to
2000 1999 2000 1999 Mar 31, 2000
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES $ 1,350 $ 1,350 $ 4,709 $ 4,050 $ 243,387
EXPENSES 282,321 446,722 517,672 618,484 4,044,245
------------ ------------ ------------ ------------ ------------
NET LOSS $ (280,971) $ (445,372) $ (512,963) $ (614,434) $ (3,800,858)
============ ============ ============ ============ ============
LOSS PER
COMMON SHARE
Basic $ -- $ (.01) $ -- $ (,015) --
------------ ------------ ------------ ------------ ------------
AVERAGE
OUTSTANDING
SHARES
Basic 98,643,072 39,787,712 98,643,072 39,787,712 --
------------ ------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
<TABLE>
<CAPTION>
AMBRA RESOURCES GROUP, INC.
( Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended March 31, 2000
and 1999 and the Period January 27, 1984
(Date of Inception) to March 31, 2000
================================================================================
January 27, 1984
Mar Mar (Date of Inception)
2000 1999 to Mar 31, 2000
----------- ----------- -----------
CASH FLOWS FROM OPERATING
ACTIVITIES
<S> <C> <C> <C>
Net loss $ (512,963) $ (614,434) $(3,800,858)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depletion, depreciation
and amortization 2,700 2,325 36,300
Common capital stock issued
for services & expenses 233,500 303,100 2,584,171
Loss of oil leases -- 40,225 140,510
(Increase) decrease in accounts
receivable -- 20,071 (20,071)
(Increase) in security deposit -- (3,333) --
Increase (decrease) in liabilities 48,543 165,248 335,996
----------- ----------- -----------
Net Cash Used By Operations (228,220) (86,798) (723,952)
----------- ----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of equitable securities (20,000) -- (20,000)
Purchase of property & equipment (17,254) (9,419) (141,063)
Purchase of oil & gas leases and
mining claims -- -- (97,948)
Purchase of web sites (62,330) -- (62,330)
----------- ----------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES
Net proceeds from sale of capital stock 1,391,421 49,423 2,249,392
----------- ----------- -----------
Net increase (decrease) in cash 1,063,617 (46,794) 1,204,099
Cash at beginning of year 140,482 60,034 --
----------- ----------- -----------
Cash at end of year $ 1,204,099 $ 13,240 $ 1,204,099
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
<TABLE>
<CAPTION>
AMBRA RESOURCES GROUP, INC.
( Development Stage Company)
STATEMENTS OF CASH FLOWS
(Continued) For the Period January 27, 1984 (Date
of Inception) to March 31, 2000
================================================================================
SCHEDULE OF NONCASH OPERATING, INVESTING, AND FINANCING ACTIVITIES
<S> <C>
Issuance of 122,086 shares in exchange for royalty $ 19,560
interests in oil and gas leases - 1984 --======
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 6,000,000 shares for services and expenses - 1999 60,000
--------
Issuance of 4,625,000 shares for services and expenses - 2000 182,800
--------
Issuance of 4,000,000 shares for purchase of web sites - 2000 80,000
--------
Issuance of 5,000,000 shares for purchase of gas distribution lines - 2000 615,000
--------
Issuance of 5,000,000 shares for commissions on stock sales - 2000 --
--------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
AMBRA RESOURCES GROUP, INC.
(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. During January 2000 the authorized capital stock was increased to
400,000,000 shares with the same par value.
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 and other business opportunities.
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.
Property and Equipment
- ----------------------
The Company's property and equipment consists of the following at March 31,
2000.
Office equipment 28,686
Residential rentals 107,877
) Less accumulated depreciation (11,190)
--------
125,373
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.
Basic and Diluted Net Income (Loss) Per Share
- ---------------------------------------------
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes antidilutive
and then only the basic per share amounts are shown in the report.
-8-
<PAGE>
AMBRA RESOURCES GROUP, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Capitalization of Mining Claim Costs
- ------------------------------------
Costs of acquisition, exploration, carrying, and retaining unproven properties
are expensed as incurred. Costs incurred in proving and developing a property
ready for production are capitalized and amortized over the life of the mineral
deposit or over a shorter period if the property is shown to have an impairment
in value. Expenditures for mine equipment are capitalized and depreciated over
their useful lives.
Capitalization of Oil Lease Costs
- ---------------------------------
The Company uses the successful efforts cost method for recording its 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 reserve when operations begin or a shorter
period if the property is shown to have an impairment in value or expensing the
remaining balance if proven of no value. Expenditures for oil well equipment are
capitalized and depreciated over their useful lives.
Environmental Requirements
- --------------------------
At the report date environmental requirements related to the mineral claims
acquired are unknown and therefore an estimate of any future cost cannot be
made.
Income Taxes
- ------------
At March 31, 2000, the Company had a net operating loss carry forward of
$3,800,858. 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 2021.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash, equipment, other
assets, and accounts payables, are considered by management to be their
estimated fair values.
Concentration of Credit Risk
- ----------------------------
Financial instruments that potentially subject the Company to significant
concentration of credit risk consists primarily cash. Cash balances are
maintained in accounts that are not federally insured for amounts over $100,000
but are other wise in financial institutions of high credit quality.
-9-
<PAGE>
AMBRA RESOURCES GROUP, 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.
Comprehensive Income
- --------------------
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity on
June 30, 1999.
Accounting for Stock-Based Compensation
- ---------------------------------------
The Company has adopted Statement of Financial Accounting Standards No. 123 but
has elected to continue to measure compensation cost under APB 25. The adoption
of FASB No. 123 has no impact on the Company's financial statements.
Recent Accounting Pronouncements
- --------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its 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.
The claims have not been proven to have a commercially minable ore reserve and
therefore all costs for acquisition exploration and retaining the properties
have been expensed.
-10-
<PAGE>
AMBRA RESOURCES GROUP, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
<TABLE>
<CAPTION>
4. OIL LEASES
BEAUFORT SEA PROJECT
- --------------------
<S> <C>
COST
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, $ 67,913
however there is no immediate plans to develop the area.
ALKALI CREEK PROSPECT, PETROLEUM COUNTY, MONTANA
- ------------------------------------------------
On May 27, 1997 the Company purchased a 50% working interest in the Alkali Creek
Prospect area, Petroleum County Montana, from Starrock Resources Ltd. ,
consisting 4,987 unproven acres. The terms of the leases begin to expire in 1999
through 2004 and provide for royalties of 12.5% to 25% of production.
The leases have not been proven to have commercially recoverable reserves and
therefore the acquisition and exploration costs have been expensed. 0
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. A
recent accident has rendered the well inoperative and the operator has made a
claim of damages from the insurance company. The amount of the claim that may be
paid is undeterminable at the report date. All prior costs have been expensed. 0
CESSFORD - ALBERTA, CANADA
- --------------------------
On July 17, 1997 the Company purchased a 20% interest in a proven 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
which were expensed. On June 3, 1998 the parties mutually agreed to reduced the
20% interest to 5% resulting in a credit of $96,995cn, to the Company, to be
used in the future drilling programs . 247,627
-------
$ 315,540
</TABLE>
-11-
<PAGE>
AMBRA RESOURCES GROUP, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
5. EQUITABLE SECURITIES
On April 20, 1999 the Company purchased 50% of the outstanding stock of Venture
Oil and Gas Inc. by the issuance of 1,250,000 common shares of the Company.
Venture Oil and Gas Inc. has interests in various proven and unproven oil
properties, some of which have the well equipment installed. Some of the wells
are near the production stage, however additional costs will be required to
bring them into production.
During February 2000 the Company purchased 60% of the outstanding stock of First
Domain Name Company.
The carrying amounts of the equitable securities are considered to be their
present fair values.
6. RELATED PARTY TRANSACTIONS
Officers and directors have received 12,983,460 common shares of the Company for
services and expenses. . The Company rents office space from a related party.
================================================================================
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
================================================================================
Overview
Ambra Resources Group, 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. After 1989 the
Registrant has been engaged in the business of acquiring , exploring, and
developing mineral properties and 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
-12-
<PAGE>
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, by the issuance of 200,000 common shares of its stock, 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.
The claims have not been proven to have a commercially minable ore reserve and
therefore all costs for acquisition exploration and retaining the properties
have been expensed.
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 provided for a payment of $15,000 and the issuance of 1,050,000 shares
of the Company.
-13-
<PAGE>
Acquisition of Property - Oil Leases - Alkali Creek Prospect, Petroleum County,
Montana
On May 27, 1997 the Company purchased a 50% working interest in the Alkali Creek
Prospect area, Petroleum County Montana, from Starrock Resources Ltd. ,
consisting 4,987 unproven acres. The terms of the leases begin to expire in 1999
through 2004 and provide for royalties of 12.5% to 25% of production.
The leases have not been proven to have commercially recoverable reserves and
therefore the acquisition and exploration costs have been expensed.
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. 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 undeterminable at the report date. All prior costs have been
expensed.
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 which
were expensed. On June 3, 1998 the parties mutually agreed to reduced the 20%
interest to 5% resulting in a credit of $96,995cn, to the Company, to be used in
the future drilling programs .
Acquisition of web sites
During the current quarter the Company acquired web sites that are in the
developmental stage.
Acquisition of Natural Gas Distribution Lines
During the current quarter the Company acquired an interest in a natural gas
distribution line that is in the process of being installed.
Liquidity and Capital Resources
The Registrant has plans to further develop its properties and to seek others
which will provide a profit to the Company.
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.
-14-
<PAGE>
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
None.
- --------------------------------------------------------------------------------
ITEM 2. CHANGES IN SECURITIES
- --------------------------------------------------------------------------------
During January through March 2000, the Registrant issued 18,625,000 regulation S
common shares for services and expenses and 12,000,000 regulation S common
shares for $1,361,421 cash.
- --------------------------------------------------------------------------------
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- --------------------------------------------------------------------------------
None.
- --------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- --------------------------------------------------------------------------------
During January 2000 the Company submitted to the shareholders and received
permission to increase the authorized common capital stock to 400,000,000 shares
at the same par value.
- --------------------------------------------------------------------------------
ITEM 5. OTHER INFORMATION
- --------------------------------------------------------------------------------
None.
- --------------------------------------------------------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------------
None.
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
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1204099
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