<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 JUNE 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission file number 33-16110-D
SOUTHWESTERN WATER EXPLORATION CO.
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1062895
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
615 MACLEOD TRAIL S.E., SUITE 1100A,
ROCKY MOUNTAIN PLAZA, CALGARY, ALBERTA T2G 4T8
(Address of principal executive offices)
(403) 531-2630
(Issuer's telephone number)
______________________________
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 than 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]
As of December 6, 1999, the Registrant had 9,744,120 shares of common stock
outstanding.
Documents Incorporated by Reference: Exhibits in the Registration Statement
on Form 10-KSB dated May 4, 1998.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The following financial statements are filed as a part of this Form
10-QSB:
Financial Statements Page
-------------------- ----
Consolidated Balance Sheet 3
Consolidated Statement of Loss and Deficit 4
P.F. TURNER PROFESSIONAL CORPORATION
Chartered Accountant
================================================================================
NOTICE TO READER
I have compiled the consolidated balance sheet of Southwestern Water
Exploration Co. as at June 30, 1999 and the consolidated statements of loss and
deficit for the three months then ended from information provided by
management. I have not audited, reviewed or otherwise attempted to verify the
accuracy or completeness of such information. Readers are cautioned that these
statements may not be appropriate for their purposes.
Calgary, Alberta P.F. TURNER PROFESSIONAL CORPORATION
November 17, 1999 CHARTERED ACCOUNTANT
<PAGE> 3
SOUTHWESTERN WATER EXPLORATION CO.
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
SOUTHWESTERN WATER EXPLORATION CO.
CONSOLIDATED BALANCE SHEET
AS AT JUNE 30, 1999
(Unaudited - See Notice to Reader)
(Expressed in U.S. dollars)
================================================================================
<TABLE>
<CAPTION>
1999 1998
----------- ------------
<S> <C> <C>
ASSETS
CURRENT
Cash $ 35 $ 50
Prepaid expenses -- 698
Shareholders' loan 5,509 --
----------- ------------
5,544 748
LICENSES AND OTHER ASSETS 201 201
CAPITAL ASSETS (Note) 3,959 4,987
----------- ------------
$ 9,734 $ 5,936
=========== ============
LIABILITIES
CURRENT
Accounts payable $ 53,202 $ 31,774
Due to associated company 707,633 685,619
----------- ------------
760,835 717,393
MINORITY INTEREST 24,975 860,946
----------- ------------
785,810 1,578,339
----------- ------------
SHAREHOLDERS' DEFICIENCY
SHARE CAPITAL (Note) 970,510 961
DEFICIT (1,746,586) (1,573,364)
----------- ------------
(776,076) (1,572,403)
----------- ------------
$ 9,734 $ 5,936
=========== ============
</TABLE>
P F Turner Professional Corporation
Chartered Accountants
<PAGE> 4
SOUTHWESTERN WATER EXPLORATION CO.
CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 1999
(Unaudited-See Notice to Reader)
(Expressed in U.S. dollars)
================================================================================
<TABLE>
1999 1998
------------ ----------
<S> <C> <C>
REVENUE
Interest Income 10 7
- --------------------------------------------------------------------------------
10 7
- --------------------------------------------------------------------------------
EXPENSES
Development expenses -- 53,400
Amortization 210 262
Bank charges and interest 43 40
Office supplies 3,708 3,054
Professional fees 533 7,661
Telephone and utilities 57 --
Promotion and entertainment 160 --
Travel and lodging 2,724 --
- --------------------------------------------------------------------------------
7,435 64,417
- --------------------------------------------------------------------------------
LOSS BEFORE OTHER ITEMS (7,425) (64,410)
FOREIGN EXCHANGE LOSS (GAIN) 59 --
- --------------------------------------------------------------------------------
NET LOSS (7,484) (64,410)
DEFICIT, beginning of year (1,739,102) (1,508,954)
- --------------------------------------------------------------------------------
(1,746,586) (1,573,364)
- --------------------------------------------------------------------------------
DEFICIT, end of year $(1,746,556) $(1,573,364)
================================================================================
</TABLE>
P F Turner Professional Corporation
Chartered Accountants
<PAGE> 5
Factors Affecting Future Operating Results:
LIMITED OPERATING HISTORY AND CONTINUING LOSSES.
The Company has a limited operating history which makes an evaluation
of its business operations and future prospects difficult. The Company has had
no revenues from operations in the last three fiscal years. The Company has
incurred operating losses and negative cash flow each quarter and each year
since 1993. The Company's accumulated deficit was $1,746,586 at June 30, 1999.
The Company believes it will continue to experience net losses on a quarterly
and annual basis for the foreseeable future.
ABILITY TO COMPLETE NEVADA PROJECT UNPROVEN.
The Company believes a significant portion of its revenues, if any,
will be generated by the Nevada Project. The exploration and utilization of deep
water reservoirs to provide potable water to municipalities will require
substantial financial, operational and management resources. The Company has not
been able to implement its plans due to insufficient financial resources. As a
result, the Company's ability to locate substantial deep water reservoirs
capable of being utilized or sold is unknown. The Company's inability to locate
and utilize significant water reserves capable of being transported to the end
user would have a material adverse effect on the Company's operations and
financial condition.
NEED FOR ADDITIONAL FINANCING.
The Company's ability to pursue the Nevada Project and implement its
business strategy is substantially dependant upon its ability to locate
additional financing in the amount of at least $500,000. The exact amount of
additional financing required will depend on various factors including the
following: the ability of the Company to enter into an agreement with a
municipality or water provider, the speed with which the water extraction can be
completed, the ability of the Company to arrange for transport of the water to
the end user and the ability of the Company to obtain local, state and federal
approvals. There can be no assurance that the Company will be able to obtain the
funds necessary to exploit the Database, complete the Nevada Project or to
otherwise conduct its business.
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
General
Southwestern Water Exploration Co. (the "Company"), was incorporated in
the State of Colorado on June 10, 1987. The Company's activities from inception
consisted primarily of reviewing possible business opportunities and
acquisitions, and maintaining the business entity. The Company had only nominal
net assets and no operational activities from the fiscal years 1987 through 1993
and all expenses incurred were solely related to maintaining the entity and
reviewing potential business opportunities.
The Company intends to develop and market potable water throughout the
American Southwest. During its development stage, the Company acquired the
Database which it believes will provide surface drilling locations to mine deep
(below 2,000 ft) subsurface aquifers.
The Company has identified a number of sites which it believes will
provide potable water, including a significant water reservoir in Nevada, by
utilizing the Database. Once developed, it is the intent of the Company to
market the water from these sites. If the marketing effort is unsuccessful, the
Company intends to sell the water rights to these sites. The Database provides
specific information including surface location, depth(s) of aquifers,
temperature, production capability, and mineral properties from wells previously
drilled for hydrocarbons and subsequently abandoned.
Management believes that the Company can satisfy its cash requirements
from existing funds for another three months. The Company intends to meet its
future capital needs by raising additional funds through a private placement of
its securities. The Company anticipates that funding of future operations will
be provided by the completion of this private placement for a minimum of $1.5
million. There can be no assurances, however, that the Company will be
successful in the completion of the private placement. In the event the private
placement is not successful, or fails to raise sufficient funds, the Company may
seek alternative financing in the form of short-term or long-term debt or
securities convertible into common stock of the Company.
In the event the private financing is successful, the Company intends
to engage Messrs. Misner and Webb as full-time employees and pay them monthly
salaries of approximately $5,000 per month, respectively. Even if the amount
raised in the private placement meets the Company's expectations, the Company
does not plan to hire additional employees or purchase or acquire plant or
significant equipment. The Company will meet its personnel, drilling and
pipeline requirements by contracting for these services with third parties.
<PAGE> 7
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any legal proceedings which in the
opinion of Company's management are individually or collectively, material to
its business.
<PAGE> 8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit
Number Title of Exhibit
- ------- -----------------
2.1 Agreement and Plan of Reorganization between Star Acquisitions
Corporation and Southwestern Water Exploration Co., dated October 23,
1993, incorporated by reference to Exhibit 2.1 of registrant's Annual
Report on Form 10-KSB dated May 4, 1998.
3.1 Amended and Restated Articles of Incorporation, incorporated by
reference to Exhibit 3.1 of registrant's Annual Report on Form 10-KSB
dated May 4, 1998.
3.2 By-laws, incorporated by reference to Exhibit 3.2 of registrant's
Annual Report on Form 10- KSB dated May 4, 1998.
10.1 License Agreement between American Institute of Formation Evaluation
Ltd. and American Institute of Formation Evaluation Co., dated
September 1, 1993, incorporated by reference to Exhibit 10.1 of
registrant's Annual Report on Form 10-KSB dated May 4, 1998.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the first
quarter of the 2000 fiscal year.
<PAGE> 9
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.
Southwestern Water Exploration Co.
Date: December 20, 1999 By: /s/ Steven B. Misner
------------------------------
Steven B. Misner
President
In accordance with the requirements of the Exchange Act, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Steven B. Misner President and Director December 20, 1999
- ---------------------
Steven B. Misner
/s/ Barbara J. McAllister Chief Financial Officer (Principal December 20, 1999
- ------------------------- Accounting Officer), Secretary
Barbara J. McAllister and Director
</TABLE>
<PAGE> 10
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit
Number Title of Exhibit
- ------- -----------------
<S> <C>
2.1 Agreement and Plan of Reorganization between Star Acquisitions Corporation and
Southwestern Water Exploration Co., dated October 23, 1993, incorporated by reference to
Exhibit 2.1 of registrant's Annual Report on Form 10-KSB dated May 4, 1998.
3.1 Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1
of registrant's Annual Report on Form 10-KSB dated May 4, 1998.
3.2 By-laws, incorporated by reference to Exhibit 3.2 of registrant's Annual Report on Form
10-KSB dated May 4, 1998.
10.1 License Agreement between American Institute of Formation Evaluation Ltd. and
American Institute of Formation Evaluation Co., dated September 1, 1993, incorporated by
reference to Exhibit 10.1 of registrant's Annual Report on Form 10-KSB dated May 4,
1998.
27.1 Financial Data Schedule.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 35
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,544
<PP&E> 14,452
<DEPRECIATION> (10,463)
<TOTAL-ASSETS> 9,734
<CURRENT-LIABILITIES> 53,202
<BONDS> 0
0
0
<COMMON> 970,510
<OTHER-SE> (1,746,586)
<TOTAL-LIABILITY-AND-EQUITY> 9,734
<SALES> 0
<TOTAL-REVENUES> 10
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,435
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7,484)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,484)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,484)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
