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, 1998
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, 1998 and
December 31, 1997.............................................. 3
Statements of Operations for the Three Months and
Nine Months Ended September 30, 1998 and 1997.................. 4
Statements of Cash Flows for the Nine Months Ended September
30, 1998 and 1997.............................................. 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, 1998 December 31, 1997
---------------------- -----------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $1,395 $3,596
Advances 11,097 -
--------------------- --------------------
Total current assets: 12,492 3,596
Property & equipment, net 0 0
Other assets:
Advances to Joint Venture Partners 79,330
Deposits 7,316
Joint venture timber concessions 7,098,948 7,098,948
Goodwill, net 87,640 93,812
Other 1,350 1,350
--------------------- --------------------
Total other assets $7,187,938 $7,280,756
--------------------- --------------------
Total assets $7,200,429 $7,284,352
===================== ====================
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable $100,795 $94,168
Accrued expenses 130,602 118,026
Advances from related parties 14,323 4,290
Notes payable 50,000 50,000
Notes payable to related parties 50,000 50,000
--------------------- --------------------
Total current liabilities $345,720 $316,484
Stockholders' equity
Series A 12% convertible preferred stock,
$.001 par value, 15,000 shares
authorized, 130 shares issued and outstanding,
stated at liquidation value $130,000 $130,000
Common stock, $.001 par value, 100,000,000 shares
authorized, 25,407,965 issued and outstanding at
September 30, 1997 and December 31, 1996
Additional paid in capital
Accumulated deficit 25,408 25,408
Deficit accumulated during the development stage 10,497,425 10,497,425
(2,471,991) (2,471,991)
(1,196,263) (1,212,974)
--------------------- --------------------
Total stockholders' equity $6,854,709 $6,967,868
--------------------- --------------------
$7,200,429 $7,284,352
===================== ====================
</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,
------------------------------------- -----------------------------------
1998 1997 1998 1997
----------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues
Sales $ - $ - $ - $ -
Expenses:
Selling, general and administrative
Amortization and Depreciation $ 1,051 $ 44,746 $ 7,589 $ 227,813
1,852 1,852 6,173 5,555
----------------- ---------------- --------------- ---------------
Total expenses $ 2,903 $ 46,598 $ 13,762 $ 233,368
----------------- ---------------- --------------- ---------------
Other income (expenses)
Interest expenses (4,023) (1,964) (12,751) (8,214)
Loss on discontinued operations 0 0 (86,646) 0
----------------- ---------------- --------------- ---------------
Net loss $ (6,924) $ (48,562) $ (113,159) $ (241,582)
================= ================ =============== ===============
Loss per share $ .001 $ .002 $ .004 $ .009
================= ================ =============== ===============
Weighted average shares outstanding
25,497,965 23,358,600 25,497,965 25,087,964
================= ================ =============== ===============
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
Nine Months Ended September 30,
-------------------------------------
1998 1997
------------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(113,160) $ (123,387)
Adjustments to reconcile net loss to net
cash used by operating activities:
Amortization 6,173 5,556
Changes in assets and liabilities:
Accounts payable and accrued liabilities 19,204 69,715
Other assets (increase) 75,549 0
---------------- ------------------
Net cash (used in) operating activities $ (12,234) $ (48,116)
================ ==================
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock 0 100
Proceeds from sales of preferred stock 0 50,265
Loan proceeds - related party 10,033 0
---------------- ------------------
Net cash provided by (used in) financing 10,033 50,365
---------------- ------------------
Net increase (decrease) in cash $ (2,201) $ 2,149
Cash and cash equivalents, at beginning of period 3,596 16,046
---------------- ------------------
Cash and cash equivalents, at end of period $ 1,395 $ 18,195
================ ==================
</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, 1998 and 1997, 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
There were no revenues for either the three months or nine months ended
September 30, 1998 or September 30, 1997 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 $41,638 or 85.7% to $6,924 from $48,562 for
the three months ended September 30, 1997. This decrease is the result of a
decrease in general and administrative expenses of $43,695 which was partially
offset by an increase in interest expense of $2,059.
NINE MONTHS ENDED SEPTEMBER 30
Operating expenses for the nine months ended September 30, 1998 decreased
by $128,423 or 53.2% to $113,159 from $241,582 for the corresponding period of
the prior year. The decrease is attributable to a reduction of $220,224 in
general and administrative expenses which was partially offset by an increase of
$618 in amortization, $4,537 in interest expense and a loss on discontinued
operations 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, 1998, the Company had a cash balance of $1,395 and a working
capital deficit of $333,228. This compares with cash of $18,195 and a working
capital deficit of $262,072.
Net cash used in operating activities decreased to $12,234 from $48,116 for
the nine months ended September 30, 1998 and 1997, respectively. The decrease in
cash used in operations resulted from a reduced net operating loss which was
partially offset by a non-cash charge for discontinued operations and a net
increase in the current accounts.
Net cash provided by financing activities decreased to $10,033 from $50,365
for the nine months ended September 30, 1998 and 1997, respectively. This
decrease is attributable to reduced loan proceeds which was partially offset by
a loan from a related party.
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 $14,323.
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.
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 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
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,395
<SECURITIES> 0
<RECEIVABLES> 11,097
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12,492
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,200,429
<CURRENT-LIABILITIES> 345,720
<BONDS> 0
0
130,000
<COMMON> 25,408
<OTHER-SE> 6,704,301
<TOTAL-LIABILITY-AND-EQUITY> 7,200,429
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,763
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,751
<INCOME-PRETAX> (26,514)
<INCOME-TAX> 0
<INCOME-CONTINUING> (26,514)
<DISCONTINUED> (86,646)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (113,160)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
</TABLE>
