FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 1997
Commission File No. 0-17269
Viking Resources International, Inc.
------------------------------------
(Exact name of small business issuer in its charter)
Delaware 59-3314928
-------- ----------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3301 W. Gandy Blvd., Tampa, Florida 33611
-----------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number - (813) 837-2295
-------------
Securities registered under Section 12 (b) of the Exchange Act:
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 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]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at December 31, 1997
- ----- --------------------------------
(Common stock, $.0001 par value) 27,346,500
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<TABLE>
<CAPTION>
VIKING RESOURCES INTERNATIONAL, INC.
INDEX
Part I: Financial information Page No.
<S> <C>
Condensed consolidated balance sheet - December 31, 1997
and December 31, 1996 3 - 4
Condensed consolidated statement of income three months
ended December 31, 1997 and ended December 31, 1996 5
Condensed consolidated statement of cash flows - three months
ended December 31, 1997 and ended December 31, 1996 6
Notes to condensed consolidated financial statements 7 - 8
Management's Discussion and Analysis of Financial Condition
and Results of Operations 9 -10
Part II: Other information
Item 1 Legal Proceedings 11
Item 2 Reports on Form 8-K 11
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
VIKING RESOURCES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
ASSETS
December 31, December 31,
1997 1996
---- ----
(Unaudited) (Unaudited)
Current Assets
Cash - Checking 453 506
Loans Receivable (Note 2) 3,538 3,538
Employee Advance (Note 2) 1,858 0
Other Receivables (Note 2) 1,825 964,940
---------- ----------
Total Current Assets 7,674 968,984
Fixed Assets
Computer Equipment/Software (Note 3) 27,938 27,938
Less Accumulated Depreciation (13,720) (9,099)
---------- ----------
Total Fixed Assets 14,217 18,839
Other Assets
Organizational Costs 126,111 126,111
Less Accumulated Amortization (36,528) (20,341)
Security Deposits 195 195
---------- ----------
Total Other Assets 89,778 105,965
---------- ----------
Total Assets 111,670 1,093,789
========== ==========
The accompanying notes are an integral part of these condensed
financial statements
3
<PAGE>
<TABLE>
<CAPTION>
VIKING RESOURCES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
LIABILITIES
December 31, December 31,
1997 1997
---- ----
(Unaudited) (Unaudited)
<S> <C> <C>
Current Liabilities
Accounts Payable 97,359 87,061
Notes Payable 80,000 75,000
Wages Payable 54,000 29,400
Capitalized Leases Payable 29,804 17,780
Notes Payable - Officers 0 19,265
Federal P/R Taxes (W/Penalties & Interest) (Note 4) 188,877 150,877
State P/R Taxes 2,208 2,208
Other Current Liabilities 12,589 0
Accrued Expenses 13,400 18,989
----------- -----------
Total Current Liabilities 478,237 400,580
Total Long Term Liabilities 0 250,000
----------- -----------
Total Liabilities 478,237 650,580
Stockholders' Equity
Common Stock 2,735 1,608
100,000,000 Authorized
27,346,500 Issued/Outstanding @$.0001 Par Value
Additional Paid In Capital 492,492 488,492
Receivable-Sale of Common Stock 0 963,940
Retained Earnings (813,812) (657,853)
Net Current Period Earnings (Loss) (47,983) (97,980)
----------- -----------
Total Stockholders' Equity (366,568) 693,208
----------- -----------
Total Liabilities and Stockholders' Equity $ 111,670 $ 1,093,789
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
4
<PAGE>
VIKING RESOURCES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF INCOME
For the Three Months Ending December 31, 1997
December 31, December 31,
1997 1996
---- ----
(Unaudited) (Unaudited)
Income:
Revenue (Note 5) 0 0
Other Income (Fee Income) 0 6,150
----------- -----------
Gross Income 0 6,150
Operating Expenses 32,435 87,930
Taxes
FICA Taxes 0 0
FUI and SUI 0 0
----------- -----------
Total Taxes 0 0
----------- -----------
Net Income (Loss) After Taxes (32,435) (81,780)
Other Deductions
Depreciation 1,155 2,312
Amortization 4,050 8,088
Loss on Sale of Assets 0 0
Loss on Investment 0 0
----------- -----------
Total Other Deductions 5,205 10,400
Interest Expense (Income) 3,019 5,800
----------- -----------
Net Operating Income (Loss) (40,659) (97,980)
=========== ===========
Weighted average number of
shares outstanding 27,346,500 16,080,500
Net income per share (.001) (.006)
The accompanying notes are an integral part of these condensed
financial statements
5
<PAGE>
VIKING RESOURCES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
For Three Months Ending December 31, 1997
December 31, December 31,
1997 1996
------------- -----------
(Unaudited) (Unaudited)
Cash Flows from Operating Activities:
Net Income (Loss) (40,659) (97,980)
Adjustments for non-cash charges:
Depreciation and Amortization 5,205 10,400
Accounts Receivable (Increase) Decrease (3,366) (964,940)
Other Assets (Increase) Decrease 0 83,522
Subscriptions Receivable (Increase) Decrease 0 25,000
Accounts Payable Increase (Decrease) 12,785 (23,750)
Current Liabilities Increase (Decrease) 21,000 4,123
-------- --------
Total adjustments 35,624 (865,645)
-------- --------
Net Cash provided (Used) By Operating Activities (5,035) (963,625)
Cash Flows from Investing Activities:
Purchase of Fixed Assets 0 0
Investment in Subsidiaries 0 0
Proceeds from Issuance of Long Term Debt 5,000 0
Cash Used for Investments 0 0
-------- --------
Net Cash Provided (Used) By Investing Activities 5,000 0
Cash Flows from Financing Activities:
Proceeds from Issuance of Common Stock 0 963,940
Paid-In Capital 0 0
Proceeds from Issuance of Long Term Debt 0 0
-------- --------
Net Cash Flows from Financing Activities 0 963,940
Net Increase (Decrease) in Cash (35) (315)
Cash At Beginning of Period 488 191
-------- --------
Cash At End of Period 453 506
======== ========
The accompanying notes are an integral part of these condensed
financial statements
6
<PAGE>
VIKING RESOURCES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: BASIS OF PRESENTATION
The current quarter financial information included herein is unaudited; however,
such information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods.
The results of operations for the three-month period ending December 31, 1997 is
not necessarily indicative of the results to be expected for the full year.
The consolidated financial statements include Viking Resources corporate
operations only. The financial statements herein reflect adjustments based upon
management's decision to omit Juleon, Inc.'s financial and operational
information due to the inability of the Company to fund the planned fiberglass
operations to date. Juleon's current business as a long-haul trucking operation
does not generate enough revenue or profit at this time to impact the Company's
financial status. Accordingly, Juleon is considered to be a subsidiary in the
planning stages. When funding is available, this status will be adjusted.
Additionally, until substantiating documentation is provided by the Company's
Chairman, no financial or operational information can be included for EPi
Systems International, Inc. and its European division, EPi Recycling & Trading,
Gmbh.
NOTE 2: LOANS RECEIVABLE
The loans and other receivables due the Company consist of the following:
Accounts Receivable- M. A. Taylor $ 3,538
Employee Advances - Travel and Business Expense 1,858
Other Receivables - G.L. Kuhr 1,825
------------
Total $ 7,221
It should be noted that a loan as previously listed, "due from various parties
in Poland re: EPi as represented by Gerald Kuhr" has been deleted in accordance
with the statement above under Note 1 wherein financial and operational
information for EPi and its European division cannot be included until
substantiating documentation is received.
NOTE 3: COMPUTER EQUIPMENT
The computer equipment listed consists of a capitalized lease originated in July
1995 which has not yet been retired due to the Company's restricted cash flow
during the period January 1996 to December 1997.
NOTE 4: INCOME TAXES
The Company has been accruing a significant Federal payroll tax, penalties and
interest liability which was incurred in 1995. The Company expects to negotiate
and settle this payable for a reduced amount.
7
<PAGE>
NOTE 5: REVENUE
The Company has not yet had significant revenue generation and should still be
considered in the developmental stage. The Company had no operating revenues
during this quarter.
NOTE 6: ESCROW ACCOUNT
In the Company's previous filing, reference was made to an escrow account held
by a law firm in Germany for EPi. As reflected in Note 1 above, no financial or
operational information can be included until substantiating documentation is
available.
NOTE 7:ACQUISITIONS SUBSEQUENT TO DECEMBER 31, 1997
There were no acquisitions subsequent to this period.
8
<PAGE>
VIKING RESOURCES INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the period ended December 31, 1997.
Three months ended December 31, 1997
- ------------------------------------
The planned Juleon, Inc. fiberglass operation start-up has been delayed
further due to the Company's inability to fund the operation. Juleon, in the
meantime, continues as a single unit long-haul trucking operation with minimal
operating profits.
Both EPi Systems and its European division remain as developmental stage
operations. Insufficient documentation prohibits the Company from fully
disclosing EPi's status at this time. As soon as the requested information has
been provided, the Company intends to rectify this omission.
Per Chairman Kuhr, and as announced on 8/26/97 and 12/19/97, negotiations
continue on the Midwest and international environmental waste operations.
On September 1, 1997, the Company entered into a one-year contract with
Caliente Consulting, Inc./Dan Lawrence to provide Financial Public Relations
services. The contract calls for a monthly payment of $1,500 and issuance of
100,000 shares of Viking common stock.
On September 2, 1997, the Company issued 1,650,000 shares of restricted
common stock to Dan O. Erickson, Viking's President/CFO in full consideration of
unpaid wages, benefits, and expenditures for the previous 19 months, and in full
payment and consideration of a Promissory Note (balance of $19,265.25) covering
a loan (original amount of $25,000) made to the Company by Mr. Erickson,
personally.
On November 3, 1997, the Company issued 250,000 shares of common stock
to Benchmark Productions, Inc. in settlement of an exercised option agreement
dated August 2, 1995. This option agreement represented repayment of 250,000
shares of non-restricted common stock provided by Benchmark Productions to
Viking and used as part of a compensation agreement with CRG, Inc.,Viking's then
current financial public relations firm. Although a commitment was made by the
Company to issue said shares with restrictive legends on August 2, 1995, no
certificate was issued at that time. Accordingly, the issuance of non-
restrictive shares to Benchmark in November in 1997 was made pursuant to the
satisfaction of conditions as set forth under Rule 144 of the Securities Act of
1933.
On November 6, 1997, the Company issued 25,000 shares of restricted common
stock to Linda Specht as per Employment Letter of Agreement dated August 15,
1995 and as settlement of owed wages.
On November 18, 1997, 6,000,000 shares of restricted common stock were
issued to Chairman Kuhr for EPi real estate holdings with an estimated value of
$6,000,000.
On November 21, 1997, the Company announced a Letter of Intent with T&R
Recovery, Inc., a tire recycling operation. This Letter of Intent was later
rescinded due to permitting problems discovered during the due diligence period.
On November 25, 1997, the Company announced, through its Chairman, Gerald
Kuhr, a 56% ownership in Broad Cove Colony, Inc., a New York corporation, which
has entered into an acquisition agreement to purchase 99 waterfront acres near
Riverhead, LI, New York. The closing of this acquisition was delayed due to
financing problems . The Company is awaiting documentation and related
information from Chairman Kuhr relevant to this announcement.
9
<PAGE>
On December 5, 1997, the Company issued 40,000 shares of restricted common
stock to Frank Covich for unpaid consulting services as set forth in a
Consulting Agreement dated January 1, 1995. Also on this date, the Company
issued 50,000 shares of restricted common stock to Andrew Erickson as per
Employment Letter of Agreement dated June 18, 1995, and as settlement of unpaid
wages.
On December 9, 1997, Mr. Kuhr, Chairman announced the contribution of a 47
acre parcel of property in New Haven County, CT to the EPi Systems subsidiary
valued at $3.5 million. The property is zoned for a 280 unit Assisted Care
Living Facility.
On December 15, 1997, the Company issued 6,000,000 shares of restricted
common stock to Gerald Kuhr, Chairman for the 56% ownership of Broad Cove
Colony, which property is estimated to be valued at $8,400,000. The Company is
awaiting documentation and related information from Chairman Kuhr relevant to
this announcement.
Liquidity and Capital Resources at December 31, 1997
- ----------------------------------------------------
On October 13, 1997, Chairman Kuhr announced a $2.4 Million funding intended for
working capital purposes. This financing was being arranged through EPi, and
using its collateral. Chairman Kuhr ultimately declined this financing due to
its prohibitive costs and fees.
Events Subsequent to December 31, 1997:
- ---------------------------------------
There were no substantive events subsequent to this reporting period.
10
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- -------------------------
On December 27, 1997, a Summary Judgement was filed in District Court in Tulsa,
OK by Richard T. Clark and Joel C. Holt against Mark Taylor and Viking Resources
Int'l., Inc. to wit in a mid-1996 oral contract, Mr. Taylor agreed to sell
500,000 shares of Viking stock for the sum of $10,000. Although the $10,000 was
paid to Mr. Taylor, he failed to provide the shares to Messrs. Clark and Holt.
Subsequent to this reporting period, on February 9, 1998, Viking Resources
Int'l., Inc. retained Randall S. Pickard, Esq. to represent the Company in this
proceeding.
Item 2. Form 8-K
- ------- --------
Dated November 25, 1997
Viking, per Chairman Kuhr, receives 56% in Broad Cove Colony, Inc., a
Hamptons, Long Island, NY property
Dated December 9, 1997
Viking, through its subsidiary, receives 47 acre parcel zoned for
ACLF in CT
11
<PAGE>
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
-------------------------------------------------------
Date of Report: November 25, 1997
VIKING RESOURCES INTERNATIONAL, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-17269 59-3314928
-------- ------- ----------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
5000 S. Himes Avenue, Suite 332, Tampa, FL 33611
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 837-2295)
None
--------------------------------------------
Former name, former address and former fiscal year, if
changed since last report.
Total number of sequentially numbered pages in this filing, including exhibits
thereto: 2
1
<PAGE>
Item 1. Viking Acquires 56% Interest in Broad Cove Colony, Inc.
-------------------------------------------------------
On Wednesday, November 25, 1997, Viking announced that its
Chairman/CEO, Gerald L. Kuhr, has signed over his 56% ownership in Broad Cove
Colony, Inc. to the Company. Broad Cove Colony, Inc., recently acquired a prime
parcel of 99 acres of real estate located on the south shore of Long Island, NY
near the Hamptons from Broad Cove Enterprises in a privately financed
transaction for $15.0 million. The property was recently appraised for $35.0
million. The property includes permitting for 500 boat slips.
The transaction provided for a note to be repaid out of the
sale/development revenue of the property in the amount of $5.0 million. The
previous sole owners of the property remain as minority shareholders of Broad
Cove Colony, Inc. Mr. Kuhr, President of Broad Cove Colony, Inc., will remain in
that capacity for the near term.
Item 2. Effect On Viking and its Shareholders:
--------------------------------------
The acquisition of the 56% ownership in Broad Cove Colony,
Inc. brings additional financial strength to Viking and will have a
substantially positive effect upon the asset position of the Company as it is
either developed or resold to another party at an anticipated profit. The
transaction was accomplished without cash or issuance of shares of stock in the
Company and therefore will have the effect of building the equity base for
shareholders and will potentially bring substantial future revenue to Viking
which will effect shareholder value in a very positive way.
By: ____________________________________________
Dan O. Erickson, President/CFO/Secretary
2
<PAGE>
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
-------------------------------------------------------
Date of Report: December 9, 1997
VIKING RESOURCES INTERNATIONAL, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-17269 59-3314928
-------- ------- ----------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
5000 S. Himes Avenue, Suite 332, Tampa, FL
------------------------------------------
33611 (Address of principal executive
offices) (Zip Code)
Registrant's telephone number, including area code: (813) 837-2295)
None
--------------------------------------------
Former name, former address and former fiscal year, if
changed since last report.
Total number of sequentially numbered pages in this filing, including exhibits
thereto: 2
1
<PAGE>
Item 1.
Viking Acquires 47 Acre Parcel Zoned for 280 Unit Assisted
Care Living Facility
On Monday, December 1, 1997, Viking announced that its
Chairman/CEO, Gerald L. Kuhr, has signed over his 100% ownership of a 47 acre
parcel of real estate in New Haven County, Connecticut to the Company. The
parcel of prime real estate, which has already been zoned for a 280 unit
Assisted Care Living Facility (ACLF), is in an area where high quality assisted
elderly care space is in high demand.
The non-cash, non-stock acquisition includes an agreement,
originally accomplished with seller financing, which requires that the previous
owner receive 50% of the net profits of the project. The Company plans to hire
the personnel to build out the 280 ACLF project and generate revenue and net
profits from either the sale of each unit or on the rental of the units.
Item 2. Effect On Viking and its Shareholders:
The acquisition of the 47 acre ACLF zoned property brings
additional assets to Viking and should have a substantially positive effect upon
the financial position of the Company as the property is developed and the units
are sold or rented to the elderly clients. The transaction was accomplished
without cash or issuance of shares of stock in the Company and therefore will
have the effect of building the equity base for shareholders and will
potentially bring substantial future revenue to Viking which will effect
shareholder value in a very positive way.
By: ____________________________________________
Dan O. Erickson, President/CFO/Secretary
2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
VIKING RESOURCES INTERNATIONAL, INC.
DATE: JUNE 29, 1999 BY /S/ DAN O. ERICKSON
--------------------
DAN O. ERICKSON
CHAIRMAN/CEO
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
SIGNATURE DATE
/S/ DAN O. ERICKSON DATE: JUNE 29, 1999
- -------------------
DAN O. ERICKSON
CHAIRMAN/CEO
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 453
<SECURITIES> 0
<RECEIVABLES> 7,221
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,674
<PP&E> 27,938
<DEPRECIATION> (13,720)
<TOTAL-ASSETS> 111,670
<CURRENT-LIABILITIES> 478,237
<BONDS> 0
0
0
<COMMON> 2,735
<OTHER-SE> (366,568)
<TOTAL-LIABILITY-AND-EQUITY> 111,670
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 32,435
<OTHER-EXPENSES> 5,205
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,019
<INCOME-PRETAX> (40,659)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (40,659)
<EPS-BASIC> (0.001)
<EPS-DILUTED> (0)
</TABLE>
