SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________.
Commission File Number 0-18565
SEMPER RESOURCES CORPORATION
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 93-0947570
- --------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization
11150 West Olympic Blvd., #810, Los Angeles, CA 90064
-----------------------------------------------------
(Address of principal executive offices)
(949) 857-1166
---------------------------
(Issuer's telephone number)
(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
---- ----
As of April 15, 2000, there were 25,497,965 shares of the issuer's Common
Stock, $.001 par value, outstanding.
<PAGE>
SEMPER RESOURCES CORPORATION
INDEX
Page
Number
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of September 30, 1999 and
December 31, 1998.............................................. 3
Statements of Operations for the Three Months and
Nine Months Ended September 30, 1999 and 1998.................. 4
Statements of Cash Flows for the Nine Months Ended September
30, 1999 and 1998.............................................. 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............................................... 7
SIGNATURES................................................................ 8
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
SEMPER RESOURCES CORPORATION
BALANCE SHEETS
<TABLE>
September 30, 1999 December 31, 1998
------------------- --------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 1,386 $ 1,380
------------------- --------------------
Total current assets: 1,386 1,380
Property & equipment, net 0 0
Other assets:
Joint venture timber concessions 7,098,948 7,098,948
Goodwill, net 80,850 86,405
Other 0 1,350
------------------- --------------------
Total other assets $ 7,179,798 $ 7,185,853
------------------- --------------------
Total assets $ 7,181,184 $ 7,186,733
=================== ====================
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable $108,244 $ 102,657
Accrued expenses 144,298 133,105
Advances from related parties 14,343 14,323
Notes payable 50,000 50,000
Notes payable to related parties 50,000 50,000
------------------- --------------------
Total current liabilities $ 366,886 $ 350,085
Stockholders'equity
Series A 12% convertible preferred
stock, $.001 par value, 15,000
shares authorized, 70 shares issued
and outstanding, stated at liquidation
value 70,000 70,000
Common stock, $.001 par value,
100,000,000 shares authorized, 25,497,965
issued and outstanding
Additional paid in capital 25,498 25,498
Accumulated deficit 10,557,385 10,557,385
Deficit accumulated during the development
stage (2,471,991) (2,471,991)
(1,366,594) (1,344,244)
------------------- --------------------
Total stockholders'equity $ 6,814,298 $ 6,836,848
------------------- --------------------
$ 7,181,184 $ 7,186,733
=================== ====================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENT OF OPERATIONS
<TABLE>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
1999 1998 1999 1998
----------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Revenues
Sales $ - $ - $ - $ -
Expenses:
Selling, general and administrative
Amortization and Depreciation $ 1,500 $ 1,051 $ 4,514 $7,590
1,852 1,852 5,555 6,173
-------------- -------------- --------------- ------------
Total expenses $ 3,352 $ 2,903 $10,069 $13,763
-------------- -------------- --------------- ------------
Other income (expenses)
Interest expenses (4,118) (4,022) (12,280) (12,751)
Loss on discontinued operations 0 0 0 (86,646)
-------------- -------------- --------------- ------------
Net loss $ (7,470) $ (6,925) $(22,349) $(113,160)
============== ============== =============== ============
Loss per share $ .001 $ .001 $ .001 $ .04
============== ============== =============== ============
Weighted average shares outstanding
25,497,965 25,497,965 25,497,965 25,497,965
============== ============== =============== ============
</TABLE>
4
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
Nine Months Ended September 30,
-------------------------------
1999 1998
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (22,349) $(113,160)
Adjustments to reconcile net loss to net cash used
by operating activities:
Amortization 5,555 6,173
Changes in assets and liabilities:
Accounts payable and accrued liabilities 16,780 19,204
Other assets (increase) 0 75,549
---------------- ---------------
Net cash (used in) operating activities $ (14) $ (12,234)
================ ===============
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock 0 0
Proceeds from sales of preferred stock 0 0
Loan proceeds - related party 20 10,033
---------------- ---------------
Net cash provided by (used in) financing 20 10,033
---------------- ---------------
Net increase (decrease) in cash $ $ (2,201)
6
Cash and cash equivalents, at beginning of period 1,380 3,596
---------------- ---------------
Cash and cash equivalents, at end of period $ 1,386 $ 1,395
================ ===============
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
SEMPER RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. INTERIM FINANCIAL PRESENTATION
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. 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.
Results of operations for the three months and nine months ended September
30, 1999 and 1998, are not necessarily indicative of results to be achieved for
the full fiscal year.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MATERIAL CHANGES IN RESULTS OF OPERATIONS
There were no revenues for either the three months or nine months ended
September 30, 1999 or September 30, 1998 as the sole business activity of the
Company was its search for a business to acquire and the acquisition of certain
timber concessions and the planning for their development.
THREE MONTHS ENDED SEPTEMBER 30
Operating expenses increased by $545 or 7.8% to $7,470 from $6,925 for the
three months ended September 30, 1998. This increase is the result of an
increase in general and administrative expenses of $449 and an increase in
interest of $96.
NINE MONTHS ENDED SEPTEMBER 30
Operating expenses for the nine months ended September 30, 1999 decreased
by $90,811 or 80.3% to $22,349 from $113,160 for the corresponding period of the
prior year. The decrease is attributable to a reduction of $3,076 in general and
administrative expenses, $618 in amortization, $471 in interest expense and the
lack of discontinued operations for which there was a charge in 1998 of $86,646.
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 September 30, 1999, the Company had a cash balance of $1,386 and a working
capital deficit of $365,500. This compares with cash of $1,395 and a working
capital deficit of $333,228 for the corresponding period of the prior year.
6
<PAGE>
Net cash used in operating activities decreased to $14 from $12,234 for the
nine months ended September 30, 1999 and 1998, respectively. The decrease in
cash used in operations resulted from a reduced net operating loss which was
partially offset by the absence of a non-cash charge for discontinued operations
and net charges in current accounts.
Net cash provided by financing activities decreased to $20 from $10,033 for
the nine months ended September 30, 1999 and 1998, respectively. This decrease
is attributable to reduced loans from related parties.
As of September 30, 1999, the Company had a demand loan payable to a
shareholder of $50,000, a demand loan to a non-related third party of $50,000
and advances from shareholders of $14,343.
The Company has experienced significant operating losses throughout its
history, and the acquisition of Resources of the Pacific, Inc. will acquire
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 borrowing of 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.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
1. 27.1 Financial Data Schedule
b. Reports on Form 8-K
None
7
<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
/s/ Robert A. Dietrich
----------------------------------------
Robert A. Dietrich, President and
Chief Executive Officer
April 18, 2000
/s/ John H. Brebbia
-----------------------------------------
John H. Brebbia, Chief Financial Officer
April 18, 2000
8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,386
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,386
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,181,184
<CURRENT-LIABILITIES> 366,886
<BONDS> 0
0
70,000
<COMMON> 25,498
<OTHER-SE> 6,718,800
<TOTAL-LIABILITY-AND-EQUITY> 7,181,184
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,069
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,280
<INCOME-PRETAX> (22,349)
<INCOME-TAX> 0
<INCOME-CONTINUING> (22,349)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,349)
<EPS-BASIC> (.001)
<EPS-DILUTED> (.001)
</TABLE>
