<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1996 Commission File Number 0-18565
SEMPER RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 93-0947570
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification Number)
5277 CAMERON STREET
SUITE 130
LAS VEGAS, NEVADA 89118
Registrant's telephone number, including area code: (702) 221-1209
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year if changed from last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or shorter period that the registrant
was required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days.
Yes X No
--- ---
As of August 1, 1996 there were 25,088,599 shares of the Issuer's Common
Stock, $.05 par value outstanding
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SEMPER RESOURCES CORPORATION
INDEX TO FORM 10-QSB
PART I FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Balance Sheets as of June 30, 1996 (Unaudited)
and December 31, 1995 audited................................ 3
Statements of Operations for the Three Months and Six Months
Ended June 30, 1996 and 1995 (Unaudited)..................... 4
Statements of Cash Flows for the Six Months
Ended June 30, 1996 and 1995 (Unaudited)..................... 5
Notes to Financial Statements................................ 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 7
PART II OTHER INFORMATION
Item 5. None......................................................... 8
Signature................................................................ 9
<PAGE>
SEMPER RESOURCES CORPORATION
BALANCE SHEET
ASSETS June 30, December 31,
1996 1995
----------- -----------
(Unaudited) (Audited)
Current Assets:
Cash $ 19,788 $ 151
Prepaid Expenses 28,110
----------- -----------
Total Current Assets: $ 47,898 $ 151
----------- -----------
Property & Equipment, net 0 0
Other Assets:
Joint Venture Timber Concessions 7,098,948 7,098,948
Goodwill, net 104,922 108,626
Royalty Advances 36,040
Other 13,958
----------- -----------
Total other Assets $ 7,253,868 $ 7,207,574
----------- -----------
Total Assets $ 7,301,766 $ 7,207,725
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts payable $ 10,000 $ 10,000
Accrued expenses 7,857 2,670
Advances from related parties 4,075 5,100
Notes payable due related parties 100,077 70,000
----------- -----------
Total Current Liabilities $ 122,009 $ 87,770
----------- -----------
Stockholders' Equity
Common Stock, $.005 par value,
100,000,000 shares authorized,
23,737,964 issued and outstanding
at December 31, 1995
and 25,087,964 at June 30, 1996 $ 125,440 $ 118,690
Preferred Stock 200,000 -
Additional paid in capital 10,022,643 10,022,643
Accumulated deficit (2,471,991) (2,471,991)
Deficit accumulated during the
development stage (696,335) (549,387)
----------- -----------
Stockholders' Equity $ 7,179,757 $ 7,119,955
----------- -----------
Total Liabilities and Stockholder' Equity $ 7,301,766 $ 7,207,725
----------- -----------
----------- -----------
See accompanying notes to financial statement
3
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
Three Months Ended Six Months Ended
June 30 June 30
------------------------ ------------------------
1996 1995 1996 1995
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues
Sales $ - $ - $ - $ -
Expenses:
Selling, General & Administrative 110,657 24,085 138,057 24,860
Depreciation and Amortization 1,852 117 3,704 234
---------- --------- ---------- ----------
Total Expenses $ 112,509 $ 24,202 $ 141,761 $ 25,094
---------- --------- ---------- ----------
Loss from operations $ (112,509) $ (24,202) $ (141,761) $ (25,094)
---------- --------- ---------- ----------
Other income (expenses)
Interest expenses (2,920) - (5,187) -
---------- --------- ---------- ----------
Net Loss $ (115,429) $ (24,202) $ (146,948) $ (25,094)
---------- --------- ---------- ----------
---------- --------- ---------- ----------
Loss Per Share $ (.01) $ (.01) $ (.01) $ (.01)
---------- --------- ---------- ----------
---------- --------- ---------- ----------
Weighted average shares outstanding 25,088,599 2,944,114 24,412,974 2,910,108
---------- --------- ---------- ----------
---------- --------- ---------- ----------
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30,
1996 1995
--------- --------
Cash Flows from operating activities:
Net loss $(146,948) $(25,094)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation & Amortization 3,704 234
Changes in assets and liabilities:
Accounts payable and other liabilities 4,162 (1,895)
Other assets (increase) (78,108) -
--------- --------
Net cash used by in operating activities $(217,190) $(26,755)
--------- --------
Cash Flows from financing activities:
Proceeds from sales of Common Stock 6,750 26,850
Proceeds from sales of Preferred Stock 200,000
Loan proceeds 30,077 -
--------- --------
Net cash provided (used) in
financing activities 236,827 $ 26,850
--------- --------
Net increase (decrease) in cash $ 19,637 95
Cash and cash equivalents, at beginning
of period 151 27
--------- --------
Cash and cash equivalents, at end of period $ 19,788 $ 122
--------- --------
--------- --------
See accompanying notes to financial statements.
5
<PAGE>
SEMPER RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ACCOUNTING POLICIES
The financial statements reflect all adjustments (which include only
normal recurring adjustments) which, in the opinion of management, are
necessary to present fairly the Company's financial position, results of
operations and cash flows.
The financial statements have been prepared by the Company without audit
and are subject to year-end adjustment. Certain information and footnote
disclosure normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange
Commission.
These interim statements should be read in conjunction with the audited
financial statements filed by the Company on Form 10-K with the Securities
and Exchange Commission.
Results of operations for the three months and six months ended June 30,
1996 and 1995, are not necessarily indicative of results to be achieved for
the full fiscal year.
NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION
No interest payments were paid for the three months or six months ended
June 30, 1996 or 1995. No income taxes were paid during the three months or
six months ended June 30, 1996 or 1995.
6
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
MATERIAL CHANGES IN RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30
There were no revenues for either the three months ended June 30, 1996
or June 30, 1995 as the sole business activity of the Company was its search
for a business to acquire and subsequent to the acquisition of the timber
concessions, the planning for their development.
Operating expenses increased by $88,307 or 364.9% to $112,509 from
$24,202 for the three months ended June 30, 1995. This increase is the
result of costs incurred in evaluating the timber concessions and and
planning their development. In addition, the Company incurred interest
expenses on the shareholder loan of $2,920 for the three months ended June
30, 1996. It had no interest expense for the corresponding period of the
prior year.
SIX MONTHS ENDED JUNE 30
There were no revenues for either the six months ended June 30, 1996 or
June 30, 1995 as the sole business activity of the Company was its search for
a business to acquire and subsequent to the acquisition of the timber
concessions, the planning for their development.
Operating expenses increased by $116,667 or 462.6% to $141,761 from
$25,094 for the six months ended June 30, 1995. This increase is the result
of costs incurred in evaluating the timber concessions and planning their
development. In addition, the Company incurred interest expense of $5,187 on
the shareholder loan for the six months ended June 30, 1996. It had no
interest expense for the corresponding period of the prior year.
CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the past twelve months, the Company has funded its operating losses
and capital requirements through the sale of stock and loans from its
shareholders. As of June 30, 1996, the Company had a cash balance of 19,788
and a deficit in working capital of $74,111.
Net cash used in operating activities increased to $217,190 from $26,755
for the six months ended June 30, 1996 and 1995, respectively. The increase
in cash used in operations resulted from the evaluation of the timber
concessions and the planning for their development.
Net cash provided by financing activities increased to $236,827 from
$26,850 for the six months ended June 30, 1996 and 1995, respectively. This
increase is attributable to increased sales of common stock and a loan from
the principal shareholder.
At June 30, 1996, the Company had a demand loan payable to a shareholder
of $100,077.
The Company has experienced significant operating losses throughout its
history, and the acquisition of Resources of the Pacific, Inc. will require
substantial funds for the development of its business. Therefore, the
Company's ability to survive is dependent on its ability to raise capital
through the issuance of stock or to borrow additional funds. Without the
success of one of these options, the Company will not have sufficient cash to
satisfy its working capital and investment requirements for the next twelve
months.
7
<PAGE>
PART II - OTHER INFORMATION
ITEM 5 - OTHER INFORMATION
On May 31, 1996, the Company filed Articles of Amendment with the
Secretary of State to change its name from Resources of the Pacific
Corporation to Semper Resources Corporation.
8
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
SEMPER RESOURCES CORPORATION
Date: August 9, 1996 By: /s/ Robert A. Dietrich
---------------------------------
Robert A. Dietrich, President
and Chief Executive Officer
By: /s/ John H. Brebbia
---------------------------------
John H. Brebbia, Chief Financial Officer
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 19,788
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 47,898
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,801,766
<CURRENT-LIABILITIES> 122,009
<BONDS> 0
0
200,000
<COMMON> 185,440
<OTHER-SE> 6,854,317
<TOTAL-LIABILITY-AND-EQUITY> 7,301,766
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 112,509
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,920
<INCOME-PRETAX> (115,429)
<INCOME-TAX> 0
<INCOME-CONTINUING> (115,429)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (115,429)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
