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 June 30, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from__________to__________.
Commission File Number 0-18565
SEMPER RESOURCES CORPORATION
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(Exact name of small business issuer as specified in its charter)
Nevada 93-0947570
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11150 West Olympic Blvd., #810, Los Angeles, CA 90064
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(Address of principal executive offices)
(949) 857-1133
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(Issuer's telephone number)
(Former name, former address and formal fiscal year,
if changed since last report)
Checkwhether the issuer (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
twelve (12) months (or such shorter period that the Registrant was required to
file such reports) and (2) has been subject to such filing requirements for the
past ninety (90) days. Yes X No
--- ----
As of April 15, 2000, 25,497,965 shares of Common Stock of the issuer were
outstanding.
<PAGE>
SEMPER RESOURCES CORPORATION
FORM 10-QSB
INDEX
Page
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PART I - FINANCIAL INFORMATION
ITEM 1 . Financial Statements
Balance Sheet as of June 30, 2000 and
December 31, 1999 ........................................... 3
Statements of Operations for the three months
and six months ended June 30, 2000 and 1999.................. 4
Statements of Cash Flows for the six months ended
June 30, 2000 and 1999....................................... 5
Notes to Consolidated Financial Statements................... 6
ITEM 2. Management's Discussion and Analysis or Plan of Operations....... 7
PART II - OTHER INFORMATION............................................... 8
Signatures....................................................... 9
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEMPER RESOURCES CORPORATION
BALANCE SHEETS
<TABLE>
Assets June 30, 2000 December 31, 1999
--------------- -----------------
<S> <C> <C>
Current Assets:
Cash $ 1,386 $ 1,386
---------------- -----------------
Total current assets 1,386 1,386
Property & equipment, net 0 0
Other assets:
Joint venture timber concessions 7,098,948 7,098,948
Goodwill, net 75,295 78,998
---------------- -----------------
Total other assets: $7,174,243 $ 7,177,946
---------------- -----------------
Total assets $7,175,629 $ 7,179,332
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Liabilities and Stockholders Equity
Current liabilities
Accounts payable $ 130,489 $ 127,109
Accrued expenses 155,532 148,078
Advances from related parties 14,343 14,323
Notes payable 50,000 50,000
Notes payable due related parties 50,000 50,000
---------------- -----------------
Total current liabilities $ 400,364 $ 389,530
Stockholders' Equity
Series A 12% convertible preferred stock,
$.001 par value, 15,000 shares authorized,
70 shares issued and outstanding,
stated at liquidation value
Common stock, $.001 par value, 100,000,000
shares authorized, $ 70,000 $ 70,000
25,497,965 issued and outstanding
Additional paid in capital
Accumulated deficit 25,498 25,498
Deficit accumulated during the development stage 10,557,385 10,557,385
(2,471,991) (2,471,991)
(1,405,627) (1,391,090)
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Total Stockholders' Equity $ 6,775,265 $ 6,789,802
---------------- -----------------
$ 7,175,629 $ 7,179,332
================ =================
</TABLE>
See Notes to Financial Statements
3
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SEMPER RESOURCES CORPORATION
STATEMENT OF OPERATIONS
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30,
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2000 1999 2000 1999
------------- -------------- ------------ --------------
<S> <C> <C> <C> <C>
Revenues
Sales $ - $ - $ - $ -
------------- ------------- ------------ --------------
Expenses
Selling, general & administrative $ 1,500 $ 1,659 $ 3,000 $ 3,014
Amortization & depreciation 1,852 2,469 3,704 3,704
------------- ------------- ------------ --------------
Total expenses $ 3,352 $ 4,128 $ 6,704 $ 6,718
------------- ------------- ------------ --------------
Other income (expenses)
Interest expense (3,740) (4,102) (7,833) (8,162)
------------- ------------- ------------ --------------
Net loss $ (7,092) $ (7,447) $ (14,537) $ (14,880)
============= ============= ============ ==============
Loss per share $ 0.001 $ 0.001 $ 0.001 $ 0.001
============= ============= ============ ==============
Weighted average shares
outstanding 25,497,965 25,257,965 25,497,965 25,497,965
============= ============= ============ ==============
</TABLE>
See Notes to Financial Statements
4
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENT OF CASH FLOWS
For the Six Months
Ended June 30,
----------------------------
2000 1999
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Cash Flows from operating activities:
Net loss $ (14,537) $ (14,879)
Adjustments to reconcile net loss to net cash
used by operating activities:
Amortization 3,704 3,704
Changes in assets and liabilities:
Accounts payable and accrued liabilities 10,833 11,161
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Net cash (used in) operating activities $ 0 $ (14)
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Cash Flows from financing activities:
Advances / Loan proceeds from related parties $ 0 $ 20
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Net cash provided (used) in financing 0 20
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Net increase (decrease) in cash $ 0 $ 6
Cash and cash equivalents, at beginning of period $ 1,386 $ 1,380
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Cash and cash equivalents, at end of period $ 1,386 $ 1,386
============= =============
See Notes to Financial Statements
5
<PAGE>
SEMPER RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS
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 principals 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 reflected 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 six months ended June 30,
2000 and 1999, are not necessarily indicative of results to be achieved for the
full fiscal year.
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, 2000 or
June 30, 1999 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.
Operating expenses decreased by $355, or 4.8% to $7,092 from $7,447 for the
three months ended June 30, 1999. This decrease is the result of a reduction in
general and administrative costs of $159, a decrease in amortization of $617 and
a decrease in interest expense of $362.
Six Months Ended June 30
There were no revenues for either the six months ended June 30, 2000 or
June 30, 1999 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.
Operating expenses decreased by $343 or 2.3% to $14,537 from $14,879 for
the six months ended June 30, 1999. This decrease is the result of a reduction
in general and administrative costs of $14 and a reduction of $329 in interest
expense.
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, 2000 the Company had a cash balance of $1,386 and working capital
deficit of $398,978. This compares with cash of $1,386 and a working capital
deficit of $388,144 for the corresponding period of the prior year.
Net cash used in operating activities decreased to $0 from $14 for the six
months ended June 30, 2000 and 1999 respectively. The decrease in cash used in
operations resulted from reduced net operating loss that was partially offset by
a reduction in accounts payable and accrued liabilities.
Net cash provided by financing activities decreased to $0 from $20 for the
six months ended June 30, 2000 and 1999, respectively. This decrease is
attributable to a reduction in advances from a shareholder.
At June 30, 2000, the Company had a demand loan payable to a shareholder of
$50,000; a demand loan payable to a third party of $50,000 and advances from
shareholders of $14,323.
The Company has experienced significant operating losses throughout its
history. 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
which the Company will have insufficient funds to operate for the next twelve
months.
7
<PAGE>
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
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
/s/ Robert Dietrich
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Robert A. Dietrich, President and
Chief Executive Officer
Date: July 31, 2000
/s/ Ray Besharaty
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Ray Besharaty, Chief Financial Officer
Date: July 31, 2000
9
