<PAGE>
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, 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)
(310) 479-5430
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(Issuer's telephone number)
(Former name, former address and formal fiscal year, if changed since last
report)
Check whether 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.
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SEMPER RESOURCES CORPORATION
FORM 10-QSB
INDEX
Page
PART I - FINANCIAL INFORMATION
ITEM 1 . Financial Statements
Balance Sheet as of September 30, 2000 and
December 31, 1999 ..................................................... 3
Statements of Operations for the three months
and nine months ended September 30, 2000 and 1999...................... 4
Statements of Cash Flows for the nine months ended
September 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
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<TABLE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEMPER RESOURCES CORPORATION
BALANCE SHEETS
<CAPTION>
Assets September 30, December 31,
----- 2000 1999
------------- -------------
<S> <C> <C>
Current Assets:
Cash $ 1,886 $ 1,386
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Total current assets 1,886 1,386
Property & equipment, net 0 0
Other assets:
Joint venture timber concessions 7,098,948 7,098,948
Goodwill, net 73,443 78,998
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Total other assets: $ 7,172,391 $ 7,177,946
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Total assets $ 7,174,277 $ 7,179,332
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Liabilities and Stockholders Equity
-----------------------------------
Current liabilities
Accounts payable $ 192,918 $ 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
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Total current liabilities $ 462,793 $ 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 $ 70,000 $ 70,000
Common stock, $.001 par value,
100,000,000 shares authorized, 25,607,965
issued and outstanding 25,608 25,498
Additional paid in capital 10,584,775 10,557,385
Accumulated deficit (2,471,991) (2,471,991)
Deficit accumulated during the development stage (1,497,008) (1,391,090)
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Total Stockholders' Equity $ 6,711,484 $ 6,789,802
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$ 7,174,277 $ 7,179,332
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</TABLE>
See Notes to Financial Statements
3
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<TABLE>
SEMPER RESOURCES CORPORATION
STATEMENT OF OPERATIONS
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ ------------------------------
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues
Sales $ - $ - $ - $ -
------------- ------------- ------------- -------------
Expenses
Selling, general & administrative $ 89,429 $ 1,500 $ 92,429 $ 4,514
Amortization & depreciation 1,852 1,852 5,556 5,555
------------- ------------- ------------- -------------
Total expenses $ 91,281 $ 3,352 $ 97,985 $ 10,069
------------- ------------- ------------- -------------
Other income (expenses)
Interest expense (4,118) (7,833) (12,280)
------------- ------------- ------------- -------------
Net loss $ (91,281) $ (7,470) $ (105,818) $ (22,349)
============= ============= ============= =============
Loss per share $ 0.004 $ 0.001 $ 0.004 $ 0.001
============= ============= ============= =============
Weighted average shares outstanding 25,607,965 25,497,965 25,497,965 25,497,965
============= ============= ============= =============
</TABLE>
See Notes to Financial Statements
4
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<TABLE>
SEMPER RESOURCES CORPORATION
STATEMENT OF CASH FLOWS
<CAPTION>
For the Nine Months Ended September 30,
---------------------------------------
2000 1999
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<S> <C> <C>
Cash Flows from operating activities:
Net loss $(105,818) $ (22,349)
Adjustments to reconcile net loss to net cash
used by operating activities:
Amortization 5,555 5,555
Changes in assets and liabilities:
Accounts payable and accrued liabilities 73,263 16,780
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Net cash (used in) operating activities $ (27,000) $ (14)
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Cash Flows from financing activities:
Sale of common stock $ 27,500 $ 20
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Net cash provided (used) in financing $ 27,500 20
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Net increase (decrease) in cash $ 500 $ 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 $ 1,886 $ 1,386
========== ==========
</TABLE>
See Notes to Financial Statements
5
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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 (which include only normal recurring adjustments) should be
read in conjunction with the audited financial statements which reflected all
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, 2000 and 1999, are not necessarily indicative of results to be
achieved for the full fiscal year.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended September 30
There were no revenues for either the three months ended September 30,
2000 or September 30, 1999 as the sole business activity of the Company was its
search for an operating business to acquire into the Company.
Operating expenses increased by $87,929, to $91,281 from $1,500 for the
three months ended September 30, 2000. This increase is the result of an
increase in general and administrative costs.
Nine Months Ended September 30
There were no revenues for either the nine months ended September 30,
2000 or September 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 increased by $86,816 to $97,985 from $10,069 for the
nine months ended September 30, 2000. This increase is the result of an increase
in general and administrative costs.
CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the past eighteen 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, 2000 the Company had a cash balance of $1,886
and working capital deficit of $460,907. This compares with cash of $1,386 and a
working capital deficit of $398,978 for the corresponding period of the prior
year.
Net cash used in operating activities increased to $27,000 from $14 for
the nine months ended September 30, 2000 and 1999 respectively. The increase in
cash used in operations resulted from increased net operating loss that was
partially offset by an increase in accounts payable and accrued liabilities.
The Company has been attempting to negotiate with third parties to
acquire an operating business into the Company. The Company entered into
preliminary negotiations with Norad Corporation, a Washington corporation.
During the interim period of such negotiations, the principal of Norad
Corporation, Galen Loven, was appointed as the Chief Executive Officer of the
Company. Effective as of October 23, 2000, Mr. Loven resigned from all positions
as an employee and officer with the Company. The Company does not presently have
any agreements with any third parties to acquire a business into the Company.
The Company continues to look for such a business opportunity, but there can be
no assurances when or if the Company will be successful in entering into any
such agreement.
Net cash provided by financing activities increased to $27,500 from $20
for the nine months ended September 30, 2000 and 1999, respectively. This
increase is attributable to sale of common stock.
At September 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
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
The Company is a defendant, along with Sands Brothers & Co., Ltd., Mark
Hollo and Carol Lewis, in an action brought by Kenneth M. Kraus in the Supreme
Court of the State of New York, Count of New York, Case No. 6000448199. Mr.
Hollo and Ms. Lewis may be deemed to be principal beneficial stockholders of the
Company. The First Cause of Action of the Amended Complaint purports to state a
claim against the Company for breach of a subscription agreement relating to the
purchase of the shares of the Company's stock by Kraus for failure to register
said shares. It seeks damages of no less than $333,000 with respect thereto. The
Second Cause of Action alleges violation of Nevada Revised Statute 78.105 for
failure to allow Kraus, a stockholder, to inspect corporate documents and
records. It seeks an order that such items be made available for inspection. The
Third and Fourth Causes of Action are stated against other defendants, not the
Company. The Company has filed an Answer to the Amended Complaint denying
liability and raising affirmative defenses. Management intends to vigorously
defend this action. Because discovery is at an early stage and not all facts are
known which might affect the outcome, no assurances with respect to thereto can
be made.
Item 2. Changes in Securities and Use of Proceeds.
-----------------------------------------
(c) On October 10, 2000, the Company issued an aggregate of 110,000
shares of Common Stock to two (2) accredited investors for an aggregate purchase
price of $27,500, or $0.25 per share. The Company believes that these securities
were issued pursuant to an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
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
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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/ Herbert S. Perman
-----------------------------------
Herbert S. Perman, Secretary
Date: November 20, 2000
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