UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file number: 33-38214-D
RELIANCE RESOURCES INC.
(Exact name of registrant as specified in its charter)
Colorado 33-38214-D 95-4734398
(State or Other Jurisdiction of Commission File No. (I.R.S. Employer
Incorporation or Organization) Identification No.)
1621 Altivo Way, Los Angeles, California 90026
(Address of principal executive offices)
(818) 980-0929
(Registrant's telephone number, including area code)
Registrant's Name or 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 twelve 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
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Date: March 31, 1999 Common Stock, par value $0.001 per share. Shares
outstanding: 2,000,000
Transitional Small Business Disclosure Format (Check one): Yes No X
<PAGE>
RELIANCE RESOURCES INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
Part 1 FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets
March 31, 1999
December 31, 1998 4
Statements of Operations
Three Months Ended March 31, 1999 and 1998
And for the Period Inception (December 7, 1990) to
March 31, 1999 5
Statements of Changes in Stockholders' Equity (Deficit)
For the Period from Inception (December 7, 1990) to
March 31, 1999 6
Statements of Cash Flow
Three Months Ended March 31, 1999 and 1998
And for the Period from Inception (December 7, 1990)
to March 31, 1999 8
Notes to Financial Statements 9
Item 2. Plan of Operation 12
Part II. OTHER INFORMATION
Item 1. Legal proceedings
Item 2. Changes in securities
Item 3. Defaults upon senior notes
Item 4. Submission of matters to a vote of security holders
Item 5. Other information
Item 6. Exhibits and reports on Form 8-K
2
<PAGE>
RELIANCE RESOURCES INC.
(formerly Pursuit Venture Corporation)
(A Development Stage Company)
FINANCIAL STATEMENTS
MARCH 31, 1999 AND
DECEMBER 31, 1998
Financial Statements
Balance Sheets -
Assets, Liabilities and Stockholders' Equity .................. 4
Statements of Operations ................................................ 5
Statement of Stockholders' Equity ....................................... 6
Statements of Cash Flows ................................................ 8
Notes to Financial Statements ............................................... 9
3
<PAGE>
RELIANCE RESOURCES INC.
(formerly Pursuit Venture Corporation)
(A Development Stage Company)
BALANCE SHEETS
ASSETS
March 31, December 31,
Current Assets: 1999 1998
---- ----
(Unaudited)
Cash and equivalents 0 0
------- -------
Total Assets 0 0
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses 6,000 4,500
------- -------
Stockholders' Equity:
Preferred stock - 10,000,000 shares
authorized; issued and outstanding
-0- @ $0.01 par value -- --
Common stock - 50,000,000 shares authorized;
issued and outstanding 2,000,000 shares at
March 31, 1999 and December 31, 1998
@ $.001 par value (Notes 1, 2 and 3) 2,000 2,000
Paid in capital (Note 2) 53,230 53,230
Deficit accumulated during the
development stage (61,230) (59,730)
------- -------
Total Stockholders' Equity (Deficit) (6,000) (4,500)
------- -------
Total Liabilities and Stockholders' Equity 0 0
======= =======
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
RELIANCE RESOURCES INC.
(formerly Pursuit Venture Corporation)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Period from Inception
March 31, December 7, 1990
to
1999 1998 March 31, 1999
---- ---- ---------------------
<S> <C> <C> <C>
Revenue: 0 0 0
Operating Expenses:
Expenses in connection
with securities registration 0 0 12,087
Officer and director fees 0 0 230
Amortization of organizational costs 0 0 5,000
Rent (Note 6) 1,500 0 4,500
Professional fees 0 0 5,028
Travel expenses 0 0 1,324
Transfer agent fees 0 0 1,449
Accounting fees 0 500 21,500
Other expenses 0 0 10,112
---------- ---------- ----------
Total operating expenses 1,500 500 61,230
---------- ---------- ----------
Net (loss) (1,500) (500) (61,230)
========== ========== ==========
Weighted number of shares outstanding 2,000,000 270,000 2,000,000
========== ========== ==========
Net (loss) per share nil nil (.03)
=== === ===
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
RELIANCE RESOURCES INC.
(formerly Pursuit Venture Corporation)
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION (dECEMBER 7, 1990) TO march 31, 1999
Deficit Total
Common Stock Paid In Accumulated During Stockholders'
Shares Amount Capital Development Stage Equity
------ ------ ------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
December 7, 1990
Issuance of 270,000
units (consisting of
one share of common
stock and one warrant)
for $0.0185185 cash
per unit 270,000 270 4,730 0 5,000
Net loss 0 0 0 (12,368) (12,368)
------- ------- ------- ------- -------
Balance, December 31,
1990 270,000 270 4,730 (12,368) (7,368)
Net loss, year ended
December 31, 1991 0 0 0 (5,877) (5,877)
------- ------- ------- ------- -------
Balance, December 31,
1991 270,000 270 4,730 (18,245) (13,245)
Net loss, year ended
December 31, 1992 0 0 0 (9,391) (9,391)
------- ------- ------- ------- -------
Balance, December 31,
1992 270,000 270 4,730 (27,636) (22,636)
Paid in Capital (note 2) 0 0 30,000 0 30,000
Net loss, year ended
December 31, 1993 0 0 0 (5,846) (5,846)
------- ------- ------- ------- -------
Balance, December 31,
1993 270,000 270 34,730 (33,482) 1,518
Net loss, year ended
December 31, 1994 0 0 0 (6,600) (6,600)
------- ------- ------- ------- -------
Balance, December 31,
1994 270,000 270 34,730 (40,082) (5,082)
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
<TABLE>
<CAPTION>
RELIANCE RESOURCES INC.
(formerly Pursuit Venture Corporation)
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' equity (DEFICIT)
FOR THE PERIOD FROM INCEPTION (dECEMBER 7, 1990) TO march 31, 1999
(Continued)
Deficit Total
Common Stock Paid In Accumulated During Stockholders'
Shares Amount Capital Development Stage Equity
--------- --------- --------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31,
1994 270,000 270 34,730 (40,082) (5,082)
Net loss, year ended
December 31, 1995 0 0 0 (4,418) (4,418)
--------- --------- --------- --------- ---------
Balance, December 31,
1995 270,000 270 34,730 (44,500) (9,500)
Net loss, year ended
December 31, 1996 0 0 0 (3,500) (3,500)
--------- --------- --------- --------- ---------
Balance, December 31,
1996 270,000 270 34,730 (48,000) (13,000)
Stock issued for officer
and director fees 230,000 230 0 0 230
Net loss, year ended
December 31, 1997 0 0 0 (7,230) (7,230)
--------- --------- --------- --------- ---------
Balance, December 31,
1997 500,000 500 34,730 (55,230) (20,000)
Shares issued to officer for
cancellation of debt
(Note 3) 1,500,000 1,500 18,500 0 20,000
Net loss, year ended
December 31, 1998 0 0 0 (4,500) (4,500)
--------- --------- --------- --------- ---------
Balance, December 31,
1998 2,000,000 2,000 53,230 (59,730) (4,500)
Net loss, period ended
March 31, 1999 0 0 0 (1,500) (1,500)
--------- --------- --------- --------- ---------
Balance, December 31,
1998 2,000,000 2,000 53,230 (61,230) (6,000)
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
<TABLE>
<CAPTION>
RELIANCE RESOURCES INC.
(formerly Pursuit Venture Corporation)
(A Development Stage Company)
statementS of cash flows
(Unaudited)
Three Months Ended Cumulative from Inception
March 31, (December 7, 1990) to
1999 1998 March 31, 1999
---- ---- --------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net (loss) (1,500) (500) (61,230)
Adjustments to reconcile net (loss) to net
cash (used) by operating activities
Amortization of organization expenses 0 0 5,000
Increase (decrease) in accounts payable
and accrued expenses (1,500) 500 6,000
------- ------- -------
NET CASH (USED) BY
OPERATING ACTIVITIES 0 0 (50,230)
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Organization costs 0 0 (5,000)
------- ------- -------
CASH PROVIDED FROM
INVESTING ACTIVITIES 0 0 (5,000)
------- ------- -------
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock 0 0 5,000
Common stock issued for services 0 0 230
Common stock issued for cancellation
of accrued expenses (Note 3) 0 0 20,000
Paid in capital from shareholders (Note 2) 0 0 30,000
Borrowings of long-term debt,
related party (Note 2) 0 0 0
------- ------- -------
NET CASH PROVIDED FROM
FINANCING ACTIVITIES 0 0 55,230
------- ------- -------
NET INCREASE (DECREASE) IN CASH 0 0 0
CASH BALANCE, BEGINNING OF PERIOD 0 0 0
------- ------- -------
CASH BALANCE, END OF PERIOD 0 0 0
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
RELIANCE RESOURCES INC.
(formerly Pursuit Venture Corporation)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(Unaudited)
Note 1 Summary of Significant Accounting Policies
------------------------------------------
This summary of significant accounting policies of Reliance Resources
Inc., ("Reliance or the "Company") formerly Pursuit Venture
Corporation, a development stage Company, is presented to assist in
understanding the Company's financial statements. The financial
statements and notes are representations of the Company's management,
which is responsible for their integrity and objectivity. Management
represents that these financial statements and the accounting policies
conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
(a) Organization and Business Activities:
The Company was incorporated on December 7, 1990 under the laws
of the State of Delaware as Pursuit Ventures Corporation. Under a
Plan and Agreement of Merger, effective August 21, 1998 the
Company merged with a Colorado Corporation. The Colorado
Corporation was incorporated on March 20, 1997 under the name
Remington Assets Limited ("Remington"). Effective August 19, 1998
Remington changed its name to Pursuit Ventures Corporation.
Effective with the terms and the Agreement of Merger, Pursuit
Ventures Corporation (Colorado) became the surviving Corporation.
The Company then filed for a name change with the Colorado
Secretary of State to become Reliance Resources Inc. This name
change became effective September 8, 1998.
The Company's principal purpose is to seek out business
opportunities, including Company or asset based acquisitions,
that the Board of Directors, at its discretion, believes to be a
potential for long term growth.
Upon incorporating, the Company issued 270,000 shares of its
common stock and 270,000 warrants to Fountain Colony Holding
Corporation (formerly known as Argyle Funding, Incorporated)
hereinafter "Fountain" as its sole shareholder. Upon issuance of
the common shares, Fountain contributed $5,000 as capital of the
Company and advanced funds in the form of a loan in the amount of
$30,000 to the Company (see note 2). Fountain created the Company
as its wholly owned subsidiary for the express purpose of
distributing its "units" to the shareholders of Fountain. This
thereby created a publicly-owned company to acquire a
privately-held business which, in the opinion of management, has
the potential for growth and profit. Each "unit" consisted of one
share of common stock, $0.001 par value, and one warrant to
purchase an additional share of common stock of the Company at an
exercise price of $10 per share.
The Company has not as yet commenced any operations or identified
any potential acquisition opportunities. There is no assurance
that the Company will be able to acquire a satisfactory business
on terms favorable to the Company or profitably operate any
business so acquired.
9
<PAGE>
RELIANCE RESOURCES INC.
(formerly Pursuit Venture Corporation)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(Unaudited)
Note 1 Summary of Significant Accounting Policies (continued):
------------------------------------------
(b) Fiscal Year:
The Company operates on a calendar year basis.
(c) Basis of Operation:
The Company prepares its financial statements and federal income
taxes on the accrual basis of accounting.
Note 2 Note due to Related Party
-------------------------
The Company issued an unsecured note payable to Fountain in the amount
of $30,000 in December 1990. The note accrued interest at 10% per
annum. In 1993 the shareholders of Fountain elected to cancel the note
and all accrued interest and provided the funds to the Company as
additional paid-in capital. The Company reversed all accrued interest
payable to Fountain as an offset to expenses in 1993.
Note 3 Capital Structure
-----------------
The Company's Articles of Incorporation authorized two classes of
stock; preferred and common. Preferred stock authorized; 10,000,000
shares at a par value of $.01. There are no issued and outstanding
preferred shares. The terms, conditions, preferences and provisions of
the preferred stock have not, as of this date, been established, but
rather will be established by the Company's Board of Directors prior
to the issuance of any Preferred stock.
The Company has 50,000,000 shares of common stock authorized at a par
value of $.001. There are 2,000,000 shares issued and outstanding as
of March 31, 1999.
During 1997 the Company issued 230,000 shares of common stock to its
sole officer and director for services provided to the Company in his
capacity as the Company's board member, President, Chief Financial
Officer and Secretary.
In June 1998 the Company issued 1,500,000 shares of common stock in
exchange for the accrued fees due of $20,000 at December 31, 1997 to
the sole officer and director of the Company. These fees that were
exchanged for the Company's common stock have been reflected as
paid-in capital to the Company.
10
<PAGE>
RELIANCE RESOURCES INC.
(formerly Pursuit Venture Corporation)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(Unaudited)
Note 4 Income Taxes
------------
At March 31, 1999, the Company has a federal operating loss
carryforward of $61,230 for financial accounting and federal income
tax purposes. Utilization of the net operating loss in any taxable
year during the carryforward period may be subject to an annual
limitation due to the ownership change limitations imposed by the tax
law.
The net operating losses will expire at various dates commencing in
the year 2005 through 2012.
The deferred tax asset consists of the future benefit of net operating
loss carryforwards. A valuation allowance limits the recognition of
the benefit of deferred tax assets until realization is reasonable
assured by future profitability.
The following is a summary of deferred taxes:
Deferred asset $ 9,000
Valuation allowance (9,000)
-----
0
=====
Note 5 Options & Warrants
------------------
The Company has not adopted a stock option plan. There are no warrants
issued or outstanding.
Note 6 Commitments
-----------
The Company has been provided minimal office space at a rate of $500
per month on a month to month basis by the Company's sole Director and
Officer.
11
<PAGE>
PLAN OF OPERATION
Item 2.
As of March 31, 1999, the Company had no assets and liabilities of
$6,000. In these circumstances the Company is neither able to meet its current
obligations nor provide for the operational expenses of its continued existence.
In the absence of operational capital, Management may recommend the liquidation
of the Company in which event the Company's stockholders will loose any value
their shareholding in the Company may have had.
12
<PAGE>
OTHER INFORMATION
PART II
Iten 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
RELIANCE RESOURCES INC.
/s/ Patrick C. Brooks
-------------------------------------
Patrick C. Brooks
Director, President and Secretary
Date: June 3, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000870751
<NAME> Reliance Resources Inc.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 6000
<BONDS> 0
0
0
<COMMON> 2000
<OTHER-SE> (6000)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1500)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1500)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1500)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
