-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NrrQAI+hnR02KO04AZqYCyhcVAtqNwcUg54TCaJSixMmQ8TskHBmywRYjXmmzEd5 xboMOV2A3ts+s5XYptsUzA== 0000931731-00-000014.txt : 20000207 0000931731-00-000014.hdr.sgml : 20000207 ACCESSION NUMBER: 0000931731-00-000014 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN URANIUM INC CENTRAL INDEX KEY: 0001073876 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-26037 FILM NUMBER: 524472 BUSINESS ADDRESS: STREET 1: 133 RICHMOND ST WEST 3RD FL STREET 2: TORONTO ONTARIO CANADA CITY: M5H 2L3 STATE: A6 BUSINESS PHONE: 4162030010 MAIL ADDRESS: STREET 1: 133 RICHMOND ST WEST STE 311 STREET 2: TORONTO ONTARIO CANADA CITY: M5H 2L3 10QSB/A 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A (X) QUARTERLY REPORT UNDER SECTION 13 OR 5(d) OF THE SECURITIES ACT OF 1934: For the Quarterly Period ended June 30, 1999 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from ______________________ to ______________________ Commission File number 0-26037 AMERICAN URANIUM, INC. (Exact Name of small business issuer as specified in its charter) State of Incorporation: New Jersey IRS Employer Identification Number: N/A 133 Richmond Street, West Suite # 311 Toronto, Ontario Canada M5H-2L3 (Address of principal executive offices) (416) 203-0010 (Issuer's telephone number) Check whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 X NO ____ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Outstanding at Class November 9, 1999 Common Stock, $.001 par value 9,058,261 Transitional Small Business Development Format: YES____ NO X American Uranium, Inc. PART I. FINANCIAL INFORMATION Page No. Financial Statements: Balance Sheets as at September 30, 1999 and September 30, 1998 3 Statement of Operations for the Three and Nine Months Ended September 30, 1999 and 1998 4 Statements of Cash Flow for the Nine Months Ended September 30, 1999 and 1998 5 Notes to Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION 11 Item 6 - Exhibits and Reports on Form 8-K 2
AMERICAN URANIUM, INC. BALANCE SHEETS AS AT Jun 30 98 Jun 30 99 Q2 1998 Q2 1999 ------------ ------------ ASSETS Current Assets: Cash and Cash equivalents 35,000 76 Prepaid Expenses 0 1,856 ------------ ------------ Total Current Assets 35,000 1,932 ------------ ------------ Mineral Resource Assets 0 61,819 Furniture and Fixture - net 0 661 Total Assets 35,000 64,412 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses 75,000 4,780 ------------ ------------ Total Current Liabilities 75,000 4,780 Total Liabilities 75,000 4,780 ------------ ------------ Stockholders Equity Common stock, $.001 par value, 100,000,000 2,500 9,040 shares authorized, 9,040,261 and 9,022,261 shares issued and outstanding at September 30, 1999 and 1998 Additional paid-in-capital 7,500 188,960 Accumulated deficit (50,000) (138,368) ------------ ------------ Total Stockholders Equity (40,000) 59,632 Total Liabilities and Stockholders' Equity 35,000 64,412 ============ ============
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AMERICAN URANIUM, INC. STATEMENT OF OPERATIONS Three Three Months Months June 30, June 30, 1998 1999 Revenues - - Cost of Revenues - - Gross Profit - - ------------------------ Other Costs General and administrative expenses - 2,353 Total other costs Other Income and Expenses Interest Income 0 0 FX Gain (Loss) 0 0 ------------------------ Net Loss before Benefit from Income Taxes 0 (2,353) ------------------------ Benefit from taxes Net Loss 0 (2,353) ========================
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AMERICAN URANIUM, INC. STATEMENT OF OPERATIONS Six Months ended Jun 30, 1999 Cash Flows from Operaing Activities Net loss (37,048) Adjustments to reconcile net loss to net used in operating activities: Depreciation and amortization Change in prepaid expenses 3,352 Change in accounts payable and accrued expenses (8,013) --------- Net Cash Used in Operating Activities (41,709) Cash Flows from Investing Activities: Purchases of fixed assets (661) Increase in Mineral Resource Assets - --------- Net cash used in investing activities (661) Cash Flows from Financing Activities: Proceeds from the issuance of common stock 18,000 --------- Net Cash provided by financing activities 18,000 Net Increase in Cash and Cash Equivalents (24,370) Cash and Cash Equivalents, beginning of year 24,446 ========= Cash and Cash Equivalents, end of year 76 =========
5 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Forward Looking Statements When used in this Form 10 and in future filings by American Uranium with the Securities and Exchange Commission, the words or phrases "will likely result," "management expects," or "American Uranium expects," "will continue," "is anticipated," "estimated" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speak only as of the date made. These statements are subject to risks and uncertainties, some of which are described below. Actual results may differ materially from historical earnings and those presently anticipated or projected. American Uranium has no obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements. Selected Financial Data Because American Uranium is a development stage company, selected financial date would not be meaningful. Reference is made to the financial statements of American Uranium included elsewhere in the document. Fiscal Year 1998 American Uranium did not conduct any business during 1998 that resulted in revenues. All of its activities during 1998 were devoted to establishing a business plan and conducting limited financing activities to obtain initial working capital. During 1998, American Uranium incurred general and administrative expenses of $91,937. These expenses were principally the costs associated with, consulting fees, lease expenses, professional fees and salary of the president of the company. The largest single amount was the cost of locating and staking the Graysill Property and expenses associated with its mineral assets which aggregated $53,039. The total expenses, offset by $616 of interest, resulted in a loss for the fiscal year ended December 31, 1998 of $91,321. Funding of these expenses was from working capital. Second Quarter 1999 American Uranium did not conduct any business during the second quarter of 1999 that resulted in any revenues. All activities in the first quarter were devoted to conducting limited financing activities to obtain working capital and obtaining a quotation for the stock on the Nasdaq Bulletin Board. Liquidity and Capital Requirements The working capital of American Uranium at June 30, 1999 was $1,932. The working capital requirements of American Uranium has been funded by the sale of securities and loans from shareholders. During the second quarter of 1999, American Uranium sold no shares of common stock and did not borrow funds. 6 American Uranium will require additional financing to continue to develop its business plan and to begin its implementation. Management believes this amount will be substantial. American Uranium currently has no sources of financing, including bank or private lending sources, or equity capital sources. No assurance can be given that American Uranium will be able to develop sources of financing in the future. To implement the staking, evaluation, development and extraction aspects of its business plan, American Uranium will need substantial additional funding. Because these requirements are in the more distant future, management has not yet begun to develop methods of financing. Management expects that it will use equity, debt and other arrangements, such as joint ventures, to fund these stages of its business plan. Year 2000 Overview American Uranium has evaluated the potential impact of the situation commonly referred to as the "Year 2000 Issue". Y2K concerns the inability of information systems, primarily computer software programs, to properly recognize and process date sensitive information relating to the year 2000 and beyond. Many of the world's computer systems currently record years in a two-digit format. These computer systems will be unable to property interpret dates beyond the year 1999, which could lead to business disruptions in the U.S. and internationally. The potential costs and uncertainties associated with Y2K will depend on a number of factors, including software, hardware and the nature of the industry in which a company operates. Accounting Systems and Production Equipment Because American Uranium has begun operations during the later part of 1998, management believes that the computer programs it purchases are Y2K compliant. At this time, management believes that it does not have any assets with embedded computer chips or programs. Mining data that American Uranium has acquired or may purchase in the future is not subject to Y2K failure because it is generally pure data without reference to aging or time change. Therefore management does not expect to experience any Y2K failures. Other Entity Compliance American Uranium does not engage in electronic data interchange with any other entity. Therefore, management believes it does not have any Y2K exposure directly from other entities and their failure to be Y2K compliant. Tangently, however, the failure of other entities to be Y2K compliant may cause American Uranium issues, none of which are yet apparent to management. Contingency Planning Management does not have a contingency plan for its computer systems because it believes they are Y2K compliant or there is no material risk. Management does not have a contingency plan in the event a critical service, supplier or customer will not be Y2K compliant. Management does not expect that their failure will have a material impact because American Uranium is in the development stage and uses few services, has few suppliers and has no customers. If critical services such as utilities, communications or banking are affected, operations of American Uranium will be disrupted. 7 Cost of Year 2000 Compliance American Uranium has not spent any amount on Y2K compliance. It does not expect to have to spend any material amount on Y2K compliance in the future. AMERICAN URANIUM NOTES TO FINANCIAL STATEMENTS 1. COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company - ----------- American Uranium, Inc. (formerly Zencrest Holdings Corp., Inc.) (the "Company") was formed in 1991 as a subsidiary of People Ridesharing Systems, Inc. ("PRS") a company that filed for reorganization under Chapter 11 of the Bankruptcy Act. As a result of an arrangement with the Bankruptcy Court and PRS, ownership of the Company was to be provided to the creditors and stockholders of PRS who received ten percent and five percent, respectively, of the outstanding stock of the Company upon the sale of the Company and in contemplation of a merger. In addition, the Company sold eighty-five percent of the Company's stock to nonaffiliated parties. On August 26, 1998 the Company commenced operations by entering into an agreement with PlatoroWest, LLC ("Platoro") concerning mineral exploration activities. The Company's operations will be in the identification, acquisition, exploration, development ands extraction of minerals, primarily focusing on uranium and vanadium claims located in the United States. Inventory - --------- Inventory will be valued at cost as computed under the last-in, first-out (LIFO) method which normally is lower than market. For the type of inventory the Company intends to maintain, no segregation among raw materials, work in process and finished goods will be practicable. 8 Mineral Resource Assets - ----------------------- Mineral resource assets include costs associated with mineral interest in properties and related equipment and facilities and other facilities required for purposes of extraction. Property, Plant and Equipment - ----------------------------- Property, plant and equipment will include support equipment and will be amortized over the estimated useful life of the assets. Revenue Recognition Revenue will be recognized upon shipment of the mined mineral. Use of Management's Estimates - ----------------------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. AMERICAN URANIUM NOTES TO FINANCIAL STATEMENTS (Continued) 1. COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes - ------------ The Company follows Statement of Financial Accounting Standards No. 109, " Accounting for Income Taxes" (SFAS 109"). SFAS 109 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax related in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Impairment of Long-Lived Assets - ------------------------------- The Company adopted Statement of Financial Accounting Standards No. 121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". SFAS 121 requires that if facts and circumstances indicated that the cost of fixed assets or other assets may be impaired, an evaluation of recoverability would be performed by comparing the estimated future undiscounted pre-tax cash flows associated with the asset to the asset's carrying value to determine if a write-down to market value or discounted pre-tax cash flow value would be required. 9 Comprehensive Income - -------------------- For the year ended December 31, 1998, the Company adopted SFAS No. 130, Reporting Comprehensive Income ("SFAS 130"). This statement establishes rules for the reporting of comprehensive income and its components which require that certain items such as foreign currency translation adjustments, unrealized gains and losses on certain investments in debt and equity securities, minimum pension liability adjustments and unearned compensation expense related to stock issuances to employees be presented as separated components of stockholders' equity. The adoption of SFAS 130 had no impact on total stockholder's equity for either of the years presented in these financial statements. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K Reports on Form 8-K: None Exhibits Exhibit No. Exhibit (27.1) Financial Date Schedule 10 Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN URANIUM, INC. Date: February 4, 2000 By: /s/ Glen Akselrod ---------------------- Glen Akselrod President and Chief Financial Officer (Principal Financial and Accounting Officer) 11 EX-27 2 FDS --
5 3-MOS DEC-31-1999 APR-01-1999 JUN-30-1999 76 0 0 0 0 1932 62480 0 64412 4780 0 0 0 9040 0 64412 0 0 0 (2353) 0 0 0 0 (2353) 0 0 0 0 (2353) 0 0
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