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 March 31, 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 March 31, 1999 and
December 31, 1998..................................... 3
Statements of Operations for the Three Months
Ended March 31, 1999 and 1998......................... 4
Statements of Cash Flows for the Three Months Ended
March 31, 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.............................................................. 9
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
SEMPER RESOURCES CORPORATION
BALANCE SHEETS
<TABLE>
March 31, 1999 December 31, 1998
---------------- -----------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 1,380 $
1,380
------------------ ---------------
Total current assets: 1,380 1,380
Property & equipment, net 0 0
Other assets:
Joint venture timber concessions 7,098,948 7,098,948
Goodwill, net 84,553 86,405
Other 0 1,350
------------------ ---------------
Total other assets $ 7,183,501 $ 7,185,853
------------------ ---------------
Total assets $ 7,184,881 $ 7,186,733
================== ===============
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable $ 104,520 $ 102,657
Accrued expenses 136,803 133,105
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 $ 355,666 $ 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)
(1,351,677) (1,344,244)
------------------ ---------------
Total stockholders' equity $ 6,829,214 $ 6,836,848
------------------ ---------------
$ 7,184,881 $ 7,186,733
================== ===============
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENT OF OPERATIONS
Three Months Ended March 31,
--------------------------------------
1999 1998
------------- -------------
Revenues
Sales - -
Expenses:
Selling, general and administrative $ 1,520 $ 4,880
Amortization and Depreciation 1,852 1,852
------------------ ------------------
Total expenses $ 3,372 $ 6,732
------------------ ------------------
Other income (expenses)
Interest expenses (4,060) (3,395)
Loss on discontinued operations 0 (86,646)
------------------ ------------------
Net loss $ (7,432) $ (96,773)
================== ==================
Loss per share $ .001 $ .003
================== ==================
Weighted average shares outstanding 25,497,965 25,407,965
================== ==================
See accompanying notes to financial statements
4
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
For the Three Months Ended March 31,
------------------------------------
1999 1998
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (7,432) $ (96,772)
Adjustments to reconcile net loss to net cash used
by operating activities:
Amortization
Write-off of discontinued operations 1,852 1,852
Changes in assets and liabilities: 86,646
Accounts payable and accrued liabilities
Other current assets 5,580 7,137
(6,051)
--------------- ----------------
Net cash (used in) operating activities $ 0 $ (7,188)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances/Loan proceeds from related parties 0 5,000
--------------- ----------------
Net cash provided (used) in financing 0 5,000
--------------- ----------------
Net increase (decrease) in cash $ 0 $ (2,188)
Cash and cash equivalents, at beginning of period 1,380 3,596
--------------- ----------------
Cash and cash equivalents, at end of period $ 1,380 $ 1,408
=============== ================
</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 ended March 31, 1999 and 1998,
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 the three months ended March 31, 1999 or March
31, 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.
Operating expenses decreased by $89,341 or 92.3% to $7,432 from $96,773 for
the three months ended March 31, 1998. This decrease is the result of a decline
in general and administrative expenses of $3,360 and having no discontinued
operations in 1999 for which there was a charge of $86,646 in 1998. These
decreases were partially offset by an increase of $665 in interest expenses.
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 March 31, 1999, the Company had a cash balance of $1,380 and a deficit
working capital of $354,286. This compares with cash of $1,408 and a deficit in
working capital of $321,163 for the corresponding period of the prior year.
Net cash used in operating activities decreased to $0 from $7,188 for the
three months ended March 31, 1999 and 1998, respectively. The decrease in cash
used in operations resulted from a reduced net operating loss which was
partially offset by a net reduction in operating assets.
Net cash provided by financing activities decreased to $0 from $5,000 for
the three months ended March 31, 1999 and 1998, respectively. This decrease is
attributable to the fact that there were no shareholder loans in 1999.
As of March 31, 1999, the Company had a demand loan payable to a
shareholder of $50,000, and a demand loan payable to a third party of $50,000,
plus 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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,380
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,380
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,184,881
<CURRENT-LIABILITIES> 355,666
<BONDS> 0
0
70,000
<COMMON> 25,498
<OTHER-SE> 6,733,716
<TOTAL-LIABILITY-AND-EQUITY> 7,184,881
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,372
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,060
<INCOME-PRETAX> (7,432)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,432)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,432)
<EPS-BASIC> (.001)
<EPS-DILUTED> (.001)
</TABLE>
