<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1998
------------------
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
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Commission file number #000-23851
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R & R Resources, Inc.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Nevada 86-0874841
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(State or Other Jurisdiction of) (IRS Employer
Incorporation or Organization) Identification No.)
3241 South First Street, Abilene, TX 79605
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(Address of Principal Executive Offices)
(915) 673-1521
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(Issuer's Telephone Number, Including Area Code)
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes No X
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APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 9,155,230
--------------------------------
Transitional Small Business Disclosure Format (check one):
Yes X No
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<PAGE> 2
R&R RESOURCES -- PAGE 2 -- FOR THE PERIOD ENDED SEPTEMBER 30, 1998
Item 2. Management's Discussion...
R&R Resources was incorporated June 10, 1997, but there were no material
operations during the quarter ended September 30, 1997. There are no comparable
financial results. During the current quarter, R&R sustained a minor net loss
due to concentration on refurbishing non-performing and under-performing wells.
In addition, oil and gas prices drifted lower from the beginning of the year
and from the second quarter.
Oil and gas prices are normally reflective of supply and demand factors and are
not expected to impact financial results for R&R during the remainder of the
year in any significant way.
The Company invested in refurbishing some of the 26 Subsurface Energy Corp.
producing oil wells during the quarter. Increased production revenues and
earnings are expected from this remedial work.
<PAGE> 3
R&R RESOURCES -- PAGE 3 -- FOR THE PERIOD ENDED SEPTEMBER 30, 1998
The Company believes that it can be marginally profitable at the current
pricing levels and with the current physical equipment and level of operations.
Lower oil and gas prices would mean marginally greater losses and rising prices
and inflation should provide profitability.
PART II
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
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.
<PAGE> 4
[KDS LETTERHEAD]
EXHIBIT A
INDEPENDENT AUDITOR'S REPORT
Board of Directors
R & R Resources, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of R & R Resources, Inc. (a
development stage company), as of June 30, 1998, and the related statements of
operations, stockholders' equity and cash flows for the period from January 1,
1998 to September 30, 1998. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit in accordance with standards established
by the American Institute of Certified Public Accountants.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis for
my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of R & R Resources, Inc. as of
September 30, 1998 and the results of their operations and their cash flows for
the period from January 1, 1998 to September 30, 1998 in conformity with
generally accepted accounting principles.
As more fully explained in Note 2, the accompanying balance sheet includes
oil & gas properties stated at $49,050,412. The ultimate recovery of such
amount is dependent on the success of future development of the properties and
the Company's ability to complete the development.
/s/ KURT D. SALIGER C.P.A.
- -----------------------------
Kurt D. Saliger C.P.A.
November 4, 1998
<PAGE> 5
R & R RESOURCES, INC.
( A Development Stage Company )
BALANCE SHEET
September 30, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 32,405
Accounts Receivable $ 1,600
Inventory $ 8,246
-----------
TOTAL CURRENT ASSETS $ 34,005
FIXED ASSETS $ 287,500
OTHER ASSETS
Oil & Gas Properties (Note 2) $49,050,412
-----------
TOTAL OTHER ASSETS $49,050,412
-----------
TOTAL ASSETS $49,371,917
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 64,966
-----------
TOTAL CURRENT LIABILITIES $ 64,966
LONG-TERM DEBT $ 0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value,
authorized 50,000,000 shares; issued
and outstanding at September 30, 1998
9,155,230 shares $ 9,155
Additional Paid In Capital $49,357,003
Deficit Accumulated During Development Stage ($59,207)
-----------
TOTAL STOCKHOLDERS' EQUITY $49,306,951
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $49,371,917
===========
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 6
R & R RESOURCES, INC.
( A Development Stage Company )
STATEMENT OF OPERATIONS
January 1, 1998 to September 30, 1998
<TABLE>
<CAPTION>
3rd Qtr Only
------------
<S> <C> <C> <C>
INCOME
Revenue $ 12,250 $ 45,698
--------
TOTAL INCOME $ 45,698
EXPENSES
Oil & Gas Expenses $ 21,990 $ 32,825
General and
Administrative $ 21,066 $ 59,492
--------
TOTAL EXPENSES $ 43,056 $ 92,317
--------
NET PROFIT (LOSS) ($30,806) ($46,619)
========
NET PROFIT (LOSS)
PER SHARE ($0.0034) ($0.0051)
========
AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING 9,155,230
=========
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 7
R & R RESOURCES, INC.
( A Development Stage Company )
STATEMENT OF STOCKHOLDERS' EQUITY
September 30, 1998
<TABLE>
<CAPTION>
Common Stock (Deficit)
------------------- Accumulated
Number Additional During
of Paid In Development
Shares Amount Capital Stage
--------- ------ ----------- -----------
<S> <C> <C> <C> <C>
Balance December 31, 1997 7,095,230 $7,095 $20,716,813 ($12,588)
May 28, 1998
Shares issued in exchange
for 100% shares of
Subsurface Energy Corp. 2,060,000 $2,060 $28,640,191
(Net Loss)
January 1, 1998
to September 30, 1998 ($46,619)
--------- ------ ----------- --------
Balance September 30, 1998 9,155,230 $9,155 $49,357,004 ($59,207)
========= ====== =========== ========
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 8
R & R RESOURCES, INC.
( A Development Stage Company )
STATEMENT OF CASH FLOWS
January 1, 1998 to September 30, 1998
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
(Net Loss) $(46,619)
Decrease in accounts receivable $ 5,000
Increase in accounts payable $ 64,966
Increase in inventory $ 8,246
--------
Net Cash Provided By
Operating Activity $ 31,593
CASH FLOWS FROM INVESTING ACTIVITIES
None $ 0
--------
Net increase in cash $ 31,593
Cash, January 1, 1998 $ 812
--------
Cash, September 30, 1998 $ 32,405
========
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 9
R & R RESOURCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998
NOTE 1 - ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was organized June 10, 1997 under the laws of the State of
Nevada, as Greyhawk Stained Glass, Inc. (the "Company"). The Company is
primarily a development stage company in accordance with SFAS #7, and has one
producing gas well as of November 21, 1997. Planned operations of the Company
include the exploration and production of oil and gas in Texas.
On June 10, 1997, the Company issued 10,000 shares of its $.001 par value
company stock for $5,000. On August 15, 1997, the Company successfully completed
an offering of its common stock under Regulation D, Rule 504 for 75,000 common
shares of stock at $0.20 per share for $15,000.
On October 10, 1997, the Board of Directors approved a forward stock split
of 40:1, increasing the number of common shares outstanding from 85,000 common
shares to 3,400,000 common shares outstanding.
On November 12, 1997, the Board of Directors approved a forward stock split
of 1.15:1, increasing the number of common shares outstanding from 3,400,000
common shares to 3,910,000 common shares outstanding. Also on this date the
Board of Directors approved a name change of the Company to R & R Resources,
Inc. Its OTC Electronic Bulletin Board symbols were changed to RRRI and a new
Cusip number was assigned.
On November 21, 1997, at a special meeting of the Board of Directors and
Stockholders, a resolution was passed that 3,185,320 shares of restricted common
stock be issued to Pilares Oil & Gas, Inc., a Texas corporation in exchange for
300,000 shares (100%) of common stock in Paint Rock Energy, Inc. The exchange of
stock is to be treated as a Type "B" reorganization in compliance with the
requirements of Section 368 of the Internal Revenue Code of 1954, as amended.
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<PAGE> 10
R & R RESOURCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Septebmer 30, 1998
NOTE 1 - ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
On December 15, 1997, at a special meeting of the Stockholders, the
agreement with Pilares Oil & Gas Co. dated November 21, 1997 was ratified. Also
on that date a resolution was passed to value the 3,185,230 shares of stock
issued to Pilares Oil & Gas Co. at the bid price of $6.50 per share as shown on
the OTC Electronic Bulletin Board market over $20,703,995.
The Company uses the successful efforts method of accounting for oil and
gas producing activities. Costs to acquire mineral interests in oil and gas
properties, to drill and equip exploratory wells that find proved reserves, and
to drill and equip development wells are capitalized. Costs to drill exploratory
wells that do not find proved reserves, geological and geophysical costs, and
costs of carrying and retaining unproved properties are expensed.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
Significant estimates include the valuation of proved undeveloped reserves
and proved developed reserves related to the oil and gas properties. The oil and
gas properties constitute almost 100% of total assets at September 30, 1998. The
ultimate recovery of proved undeveloped reserves is dependent on the success of
future development of the properties and in the Company's ability to complete
the development.
NOTE 2 - OIL AND GAS PROPERTIES
On November 21, 1997, the Company issued 3,185,320 shares of restricted
common stock in exchange for an assignment of an oil, gas and mineral lease from
Paint Rock Energy, Inc. The lease consists of approximately 1,280 acres and is
located in Pecos and Concho Counties, Texas.
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<PAGE> 11
R & R RESOURCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998
NOTE 2 - OIL AND GAS PROPERTIES (CONTINUED)
On May 28, 1998, the Company issued 2,060,000 shares of restricted common
stock in exchange for 100% of the shares in Subsurface Energy Corp. Subsurface
Energy Corp. owns oil and gas leases of approximately 3,130 acres located in
Coleman, Runnels and Tom Green Counties, Texas.
No oil and gas reserves are located outside the United States of America.
The oil and gas property has been appraised by Nova Petroleum Resource
Company, Certified Petroleum Geologists and Registered Professional Engineers,
in the Summary of Reserves and Valuation dated August 13, 1997 and June 30,
1998. The report appraised the 4,410 acres described above. This appraisal
classified the petroleum as proved undeveloped reserves, and proved developed
reserves and supports the following valuation of the acres.
<TABLE>
<CAPTION>
Net Net Present Value Net Present Value
Oil Net Gas @ 0% Discount @ 10% Discount
(Bbls) (MCF) $ USD $ USD
--------- ---------- ----------------- -----------------
<S> <C> <C> <C> <C>
Undeveloped 3,416,014 35,393,911 $105,999,826 $49,050,412
Developed 0 0 $ 0 0
-----------
$49,050,412
===========
</TABLE>
The net present value of the oil and gas reserves is based on estimates of
future cash inflows and cash outflows over thirty (30) years. The cash outflows
include direct and indirect production costs. In addition, future cash outflows
include severance taxes and ad valorem taxes but not income taxes. A definition
of proved undeveloped reserves is presented by the Securities and Exchange
Commission:
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<PAGE> 12
R & R RESOURCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998
NOTE 2 - OIL AND GAS PROPERTIES (CONTINUED)
Proved undeveloped oil and gas reserves are reserves that are expected to
be recovered from new wells on undrilled acreage, or from existing wells where a
relatively major expenditure is required for recompletion. Reserves on undrilled
acreage shall be limited to those drilling units offsetting productive units
that are reasonably certain of production when drilled.
Proved reserves for other undrilled units can be claimed only where it can
be demonstrated with certainty that there is continuity of production from
existing productive formation. Under no circumstances should estimates for
proved undeveloped reserves be attributable to any acreage for which an
application of fluid injection or other improved recovery technique is
contemplated, unless such techniques have been proven effective by actual tests
in the area and in the same reservoir.
The oil and gas property valuation of proved developed reserves was based
on an average sales price for oil of $15.34 per barrel while an average sales
price for gas of $2.54 per 1,000 cubic feet of gas (MCF) was used. The gas wells
are to be operated by Pilares Oil & Gas Co. The wells are leased under a 100%
working interest with an 80% net revenue interest to be received by R & R
Resources, Inc.
NOTE 3 - ACQUISITION OF SUBSURFACE ENERGY CORP.
On May 28, 1998 the Company acquired 100% of the shares of privately held
Subsurface Energy Corp. of Coleman, Texas in exchange for 2,060,000 shares of
restricted common stock of the Company. The exchange of stock is to be treated
as a Type "B" reorganization in compliance with the requirements of Section 368
of the Internal Revenue Code of 1954, as amended.
-9-
<PAGE> 13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
/s/ GREGORY A. McANDREWS
FOR R&R RESOURCES, INC.
-------------------------------------
(Registrant)
Date 11/9/1998 By /s/ GREGORY A. McANDREWS
------------------------------- -------------------------------------
(Signature)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 32,405
<SECURITIES> 0
<RECEIVABLES> 1,600
<ALLOWANCES> 0
<INVENTORY> 8,246
<CURRENT-ASSETS> 34,005
<PP&E> 49,050,412
<DEPRECIATION> 0
<TOTAL-ASSETS> 49,371,917
<CURRENT-LIABILITIES> 64,966
<BONDS> 0
0
0
<COMMON> 9,155
<OTHER-SE> 49,357,003
<TOTAL-LIABILITY-AND-EQUITY> 49,371,917
<SALES> 12,250
<TOTAL-REVENUES> 12,250
<CGS> 0
<TOTAL-COSTS> 21,990
<OTHER-EXPENSES> 21,066
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (30,806)
<INCOME-TAX> 0
<INCOME-CONTINUING> (30,806)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (30,806)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
