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, 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 March 31, 1998 and
December 31, 1997............................................. 3
Statements of Operations for the Three Months
Ended March 31, 1998 and 1997................................. 4
Statements of Cash Flows for the Three Months Ended March
31, 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............................................................... 9
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
SEMPER RESOURCES CORPORATION
BALANCE SHEETS
<TABLE>
March 31, 1998 December 31, 1997
----------------- -------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $1,408 $3,596
Advances 6,842 -
----------------- ------------------
Total current assets: 8,250 3,596
Property & equipment, net 0 0
Other assets:
Advances to Joint Partners 79,330
Deposits 0 7,316
Joint venture timber concessions 7,098,948 7,098,948
Goodwill, net 91,961 93,812
Other 1,350 1,350
----------------- ------------------
Total other assets $7,192,258 $7,280,756
----------------- ------------------
Total assets $7,200,509 $7,284,352
================= ==================
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable $98,273 $94,168
Accrued expenses 121,850 118,026
Advances from related parties 9,290 4,290
Notes payable 50,000 50,000
Notes payable to related parties 50,000 50,000
----------------- ------------------
Total current liabilities $329,413 $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, 25,407,915 issued and outstanding
Additional paid in capital 25,408 25,408
Accumulated deficit 10,557,385 10,557,385
Deficit accumulated during the development stage (2,471,991) (2,471,991)
(1,179,876) (1,212,974)
----------------- ------------------
Total stockholders' equity $ 6,871,096 $ 6,967,868
----------------- ------------------
$ 7,200,509 $ 7,284,352
================= ==================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENT OF OPERATIONS
Three Months Ended March 31,
---------------------------------------------
1998 1997
---------------- ----------------
Revenues
Sales - -
Expenses:
Selling, general and administrative $ 4,880 $ 35,560
Amortization and Depreciation 1,852 1,852
------------------ ------------------
Total expenses $ 6,732 $ 37,412
------------------ ------------------
Other income (expenses)
Interest expenses (3,395) (1,684)
Loss on discontinued operations (86,646) 0
------------------ ------------------
Net loss $ (96,773) $ (39,096)
================== ==================
Loss per share $ .004 $ .002
================== ==================
Weighted average shares outstanding 25,407,965 25,257,965
================== ==================
See accompanying notes to financial statements
4
<PAGE>
SEMPER RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
For the Three Months Ended March 31,
---------------------------------------
1998 1997
--------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (96,772) $ (39,096)
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 0
Accounts payable and accrued liabilities
Other current assets 7,137 23,133
(6,051) 0
--------------- ------------------
Net cash (used in) operating activities $ (7,188) $ (14,111)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances/Loan proceeds from related parties 5,000 25
--------------- ------------------
Net cash provided (used) in financing 5,000 25
--------------- ------------------
Net increase (decrease) in cash $ (2,188) $ (14,086)
Cash and cash equivalents, at beginning of period 3,596 16,046
--------------- ------------------
Cash and cash equivalents, at end of period $ 1,408 $ 1,960
=============== ==================
</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, 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 the three months ended March 31, 1998 or March
31, 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.
Operating expenses increased by $57,677 or 148% to $96,773 from $39,096 for
the three months ended March 31, 1997. This increase is the result of an
increase in general and administrative expenses of $30,680 and a loss from
discontinued operations of $86,646 which were partially offset by a decrease of
$1,711 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, 1998, the Company had a cash balance of $1,408 and a deficit
working capital of $321,163. This compares with cash of $1,960 and a deficit in
working capital of $181,585 for the corresponding period of the prior year.
Net cash used in operating activities decreased to $7,188 from $14,111 for
the three months ended March 31, 1998 and 1997, respectively. The decrease in
cash used in operations resulted from an increase in the net operating loss
which was substantially offset by a non-cash charge for the write-off of
discontinued operations and charges in current accounts.
Net cash provided by financing activities increased to $5,000 from $25 for
the three months ended March 31, 1998 and 1997, respectively. This increase is
attributable to an increase in shareholder loans.
As of March 31, 1998, 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 $9,290.
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> 3-mos
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,408
<SECURITIES> 0
<RECEIVABLES> 6,842
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,250
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,200,509
<CURRENT-LIABILITIES> 329,413
<BONDS> 0
0
70,000
<COMMON> 25,498
<OTHER-SE> 6,775,598
<TOTAL-LIABILITY-AND-EQUITY> 7,200,509
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 37,412
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,684
<INCOME-PRETAX> (39,096)
<INCOME-TAX> 0
<INCOME-CONTINUING> (39,096)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (39,096)
<EPS-BASIC> (.002)
<EPS-DILUTED> (.002)
</TABLE>
