<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 COMMISSION FILE NUMBER 0-18565
ENDED MARCH 31, 1996
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
RESOURCES OF THE PACIFIC CORPORATION
- --------------------------------------------------------------------------------
(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 No X
----- -----
As of June 30, 1996 there were 25,088,599 shares of the Issuer's Common
Stock, $.005 par value outstanding
<PAGE>
SEMPER RESOURCES CORPORATION
INDEX TO FORM 10-QSB
--------------------
PART I FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Balance Sheets as of March 31, 1996 (Unaudited)
and December 31, 1995 ...................................... 3
Statements of Operations for the Three Months
Ended March 31, 1996 and 1995 (Unaudited) .................. 4
Statements of Cash Flows for the Three Months
Ended March 31, 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. Other Information .......................................... 8
Signature ................................................................. 9
<PAGE>
SEMPER RESOURCES CORPORATION
BALANCE SHEET
ASSETS March 31, December 31,
1996 1995
---------- ------------
(Unaudited) (Audited)
Current Assets:
Cash $ 51 $ 151
----------- -----------
Total Current Assets: 51 $ 151
Property & Equipment, net 0 0
Other Assets:
Joint Venture Timber Concessions 7,098,948 7,098,948
Goodwill, net 106,774 108,626
----------- -----------
Total Other Assets $ 7,205,722 $ 7,207,574
----------- -----------
Total Assets $ 7,205,773 $ 7,207,725
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts payable $ 10,000 $ 10,000
Accrued expenses 4,937 2,670
Advances from related parties 5,100 5,100
Notes payable due related parties 97,300 70,000
----------- -----------
Total Current Liabilities $ 117,337 $ 87,770
Stockholders' Equity
Common Stock, $.005 par value,
100,000,000 shares authorized,
23,737,964 issued and outstanding
at March 31, 1996 $ 118,690 $ 118,690
Additional paid in capital 10,022,643 10,022,643
Accumulated deficit (-2,471,991) (2,471,991)
Deficit accumulated during the
development stage 58,906 (549,387)
----------- -----------
Stockholders' Equity $ 7,088,436 $ 7,119,955
----------- -----------
Total Liabilities and Stockholder' Equity $ 7,205,773 $ 7,207,725
----------- -----------
----------- -----------
3
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENT OF OPERATIONS (Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31,
1996 1995
---------- ---------
Revenues
Sales $ - $ -
Expenses:
Selling, General & Administrative 27,400 775
Depreciation and Amortization 1,852 117
---------- ---------
Total Expenses $ 29,252 $ 892
---------- ---------
Loss from operations $ (29,252) $ (892)
Other income (expenses)
Interest expenses (2,267) -
---------- ---------
Net Loss $ (31,519) $ (892)
---------- ---------
---------- ---------
Loss Per Share $0.001 $0.00
---------- ---------
---------- ---------
Weighted average shares outstanding 23,737,984 2,875,273
---------- ---------
---------- ---------
4
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENT OF CASH FLOWS (Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31,
1996 1995
--------- --------
Cash Flows from operating activities:
Net loss $(31,519) $ (892)
Adjustments to reconcile net loss
to net cash used by operating activities:
Preparation & Amortization 1,852 117
Changes in assets and liabilities:
Amount due from officer 2,000
Accounts payable and other liabilities 2,267 (2,000)
-------- -------
Net cash used by in operating activities $(27,400) $ (775)
Cash Flows from financing activities:
Proceeds from sales of common stock - 850
Loan proceeds 27,300 -
-------- -------
Net cash provided (used) in financing activities 27,300 $ 850
-------- -------
Net increase (decrease) in cash $ (100) 75
Cash and cash equivalents, at beginning of period 151 27
-------- -------
Cash and cash equivalents, at end of period $ 51 102
-------- -------
-------- -------
5
<PAGE>
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 managment, 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 statments 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 ended March 31, 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 ended March 31, 1996
or 1995. No income taxes were paid during the three months ended March 31,
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 MARCH 31
There were no operating revenues for either the three months ended March
31, 1996 or March 31, as the sole business activity of the Company was its
search for a business to acquire.
Operating expenses increased by $26,060 or 2,921.5% to $26,952 from $892
for the three months ended September 30, 1994. This increase is the result
of costs incurred in evaluating and preparing for operations of Resources of
the Pacific, Inc. In addition, the Company had interest expense for the
three months ended March 31, 1996 of $2,267 compared to 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 to its officers and loans
from its shareholders. As of March 31, 1996, the Company had a cash balance
of $51 and a deficit in working capital of $114,986.
Net cash used in operating activities increased to $25,100 from $775 for
the three months ended March 31, 1996 and 1995, respectively. The increase
in cash used in operations resulted from the acquisition of Resources of the
Pacific, Inc.
Net cash provided by financing activities increased to $25,000 from $850
for the three months ended March 31, 1996 and 1995, respectively. This
increase is attributable to a loan from one of the principal shareholders.
At March 31, 1996, the Company had a demand loan payable to a
shareholder of $97,300.
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 acquired from Wood Products International,
Inc. all of its rights, title, and interest in a Marketing Contract
associated with the joint venture timber concessions acquired in 1995. The
Company issued 1,350,000 shares of its common stock valued at $.005 per share
in connection with this acquisition.
On May 17, 1996, the Company also filed a Certificate of Designation for
15,000 shares of Series A, 12% preferred stock. The Company sold 200 shares
at $1,000 per share and received subscriptions for an additional 90 shares at
the same price.
On May 17, 1996, the Company filed amended and restated Articles of
Incorporation with the State of Nevada increasing the authorized common
shares from 25,000,000 to 100,000,000 and authorizing 100,000 shares of
preferred stock with a par value of $.005 per share.
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.
RESOURCES OF THE PACIFIC CORPORATION
Date: July 12, 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
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<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 51
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 51
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,205,773
<CURRENT-LIABILITIES> 117,337
<BONDS> 0
0
0
<COMMON> 118,690
<OTHER-SE> 6,969,746
<TOTAL-LIABILITY-AND-EQUITY> 7,205,773
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (29,252)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,267
<INCOME-PRETAX> (31,519)
<INCOME-TAX> 0
<INCOME-CONTINUING> (31,519)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31,559)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
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