-----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, Kso0/vCdprUl2rdRrMfnT2Ku8z8qZ92lPoxpSJVqrGVNiK8D/VuYWfLrLC9evtF9 x8cJ7q6BjZXZ3dpf0lORMA== 0001023175-99-000056.txt : 19990714 0001023175-99-000056.hdr.sgml : 19990714 ACCESSION NUMBER: 0001023175-99-000056 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990531 FILED AS OF DATE: 19990713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNBELT EXPLORATION INC CENTRAL INDEX KEY: 0000313625 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751667097 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-09322 FILM NUMBER: 99663635 BUSINESS ADDRESS: STREET 1: 2612 EAST KENTUCKY AVE CITY: SALT LAKE CITY STATE: UT ZIP: 84117 BUSINESS PHONE: 8012788132 MAIL ADDRESS: STREET 1: 2612 EAST KENTUCKY AVE CITY: SALT LAKE CITY STATE: NV ZIP: 84117 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB ____________________________________________________________________________ [XX] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 1999 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ ______________________________________________________________________________ Commission File Number: 2-65800 SUNBELT EXPLORATION, INC. --------------------------------------------------------------- (Exact Name of small business issuer as specified in its charter) Nevada 75-1667097 ------------------------ ----------------------- (State of Incorporation) (IRS Employer ID Number) 2612 East Kentucky Avenue, Salt Lake City, Utah 84117 -------------------------------------------------------- (Address of principal executive offices) (801) 278-8132 ---------------------------- (Issuer's telephone number) _____________________________________________________________________________ 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 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 [XX ] NO[ ] State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: July 9, 1999: 24,805,000 Shares. Transitional Small Business Disclosure Format (check one): YES[ ] NO [XX] SUNBELT EXPLORATION, INC. Form 10-QSB for the Quarter ended May 31, 1999 Table of Contents Part I - Financial Information Page ------- Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis or Plan of Operation 9 Part II - Other Information Item 1. Legal Proceedings 10 Item 2. Changes in Securities 10 Item 3. Defaults Upon Senior Securities 10 Item 4. Submission of Matters to a Vote of Security Holders 10 Item 5. Other Information 10 Item 6 Exhibits and Reports on Form 8-K 10 Signatures 11 2 Part I - Item 1 FINANCIAL STATEMENTS SUNBELT EXPLORATION, INC. (A Development Stage Company) Balance Sheets ASSETS -------- May 31, August 31, 1999 1998 -------------- ---------------- (Unaudited) CURRENT ASSETS Cash $ 398 $ 3,846 -------------- ---------------- TOTAL ASSETS $ 398 $ 3,846 ============== ================ LIABILITIES AND STOCKHOLDERS' EQUITY --------------------------------------- CURRENT LIABILITIES Accounts payable $ - $ 2,641 -------------- ---------------- Total Current Liabilities - 2,641 -------------- ---------------- STOCKHOLDERS' EQUITY Common stock, $0.001 par value: 100,000,000 shares authorized, 24,805,000 shares issued and outstanding 24,805 24,805 Additional paid-in capital 43,245 43,245 Stock subscription receivable - (10,000) Deficit accumulated during the development stage (67,652) (56,845) -------------- ---------------- Total Stockholders Equity 398 1,205 -------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 398 $ 3,846 ============== ================ The accompanying notes are an integral part of these financial statements. 3 SUNBELT EXPLORATION, INC. (A Development Stage Company) Statements of Operations (Unaudited)
From Inception on For the Three Months For the Nine Months April 23, Ended May 31, Ended May 31, 1979 Through ------------------------ ------------------------ May 31, 1999 1998 1999 1998 1999 ----------- ------------ ----------- ------------ ------------- REVENUE $ - $ - $ - $ - $ - ----------- ------------ ----------- ------------ ------------- EXPENSES 7,902 1,946 10,807 1,946 67,652 ----------- ------------ ----------- ------------ ------------- TOTAL EXPENSES 7,902 1,946 10,807 1,946 67,652 ----------- ------------ ----------- ------------ ------------- NET LOSS $ (7,902) $ (1,946) $ (10,807) $ (1,946) $ (67,652) =========== ============ =========== ============ ============= BASIC LOSS PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00 =========== ============ =========== ============ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 24,805,000 4,805,000 24,805,000 4,805,000 =========== ============ =========== ============
The accompanying notes are an integral part of these financial statements. 4 SUNBELT EXPLORATION, INC. (A Development Stage Company) Statements of Stockholders' Equity
Balance at inception, April 23, 1979 - $ - $ - $ - $ - Common stock issued for cash at $0.01 per share 4,805,000 4,805 43,245 - - Net loss from inception on April 23, 1979 through August 31, 1995 - - - - (48,050) ------------- --------- ----------- ------------ ------------- Balance, August 31, 1995 4,805,000 4,805 43,245 - (48,050) Net loss for the year ended August 31, 1996 - - - - - ------------- --------- ----------- ------------ ------------- Balance, August 31, 1996 4,805,000 4,805 43,245 - (48,050) Net loss for the year ended August 31, 1997 - - - - - ------------- --------- ----------- ------------ ------------- Balance, August 31, 1997 4,805,000 4,805 - - (48,050) Common stock issued for services at $0.001 per share 2,000,000 2,000 - - - Common stock issued for cash at $0.001 per share 8,000,000 8,000 - - - Common stock issued for subscription receivable at $0.001 per share 10,000,000 10,000 - (10,000) - Net loss for the year ended August 31, 1998 - - - - (8,795) ------------- --------- ----------- ------------ ------------- Balance, August 31, 1998 24,805,000 24,805 43,245 (10,000) (56,845) Receipt of subscription receivable - - - 10,000 - Net loss for the nine months ended May 31, 1999 - - - - (10,807) ------------- --------- ----------- ------------ ------------- Balance, May 31, 1999 (unaudited) 24,805,000 $ 24,805 $ 43,245 $ - $ (67,652) ============= ========= =========== ============ =============
The accompanying notes are an integral part of these financial statements. 5 SUNBELT EXPLORATION, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited)
From Inception on For the Three Months For the Nine Months April 23, Ended May 31, Ended May 31, 1979 Through ------------------------ ------------------------ May 31, 1999 1998 1999 1998 1999 ----------- ------------ ----------- ------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (7,902) $ (1,946) $ (10,807) $ (1,946) $ (67,652) Adjustments to reconcile net loss to net cash Common stock issued for services - 2,000 - 2,000 2,000 Changes in assets and liabilities Increase (decrease) in accounts payable (1,500) - (2,641) - - ----------- ------------ ----------- ------------ ------------- Net Cash Used by Operating Activities (9,402) 54 (13,448) 54 (65,652) ----------- ------------ ----------- ------------ ------------- CASH FLOWS FROM INVESTING ACTIVITIES - - - - - ----------- ------------ ----------- ------------ ------------- CASH FLOWS FROM FINANCING ACTIVITIES Common stock issued for cash - 8,000 10,000 8,000 66,050 ----------- ------------ ----------- ------------ ------------- Net Cash Provided by Financing Activities - 8,000 10,000 8,000 66,050 ----------- ------------ ----------- ------------ ------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (9,402) 8,054 (3,448) 8,054 398 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9,800 - 3,846 - - ----------- ------------ ----------- ------------ ------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 398 $ 8,054 $ 398 $ 8,054 $ 398 =========== ============ =========== ============ ============== SUPPLEMENTAL CASH FLOW DISCLOSURES Interest paid $ - $ - $ - $ - $ - Income taxes paid $ - $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements. 6 SUNBELT EXPLORATION, INC. (A Development Stage Company) Notes to the Financial Statements May 31, 1999 and August 31, 1998 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Organization Sunbelt Exploration, Inc. (Company) was incorporated on April 23, 1979 under the laws of the State of Nevada, primarily for the purpose of exploration, development and production of oil and gas reserves. The Company has no operations, assets or liabilities since the Final Decree in May 1993, other than the litigation settlement. Accordingly, the Company is dependent upon management and/or significant shareholders to provide sufficient working capital to preserve the integrity of the corporate entity during this phase. It is the intent of management and significant shareholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. b. Accounting Method The Company's financial statements are prepared using the accrual method of accounting. c. Cash and Cash Equivalents Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. d. Loss Per Share The computations of loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. e. Provision for Taxes At May 31, 1999, the Company had net operating loss carryforwards of approximately $67,000 that may be offset against future taxable income through 2013. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforward will expire unused. Accordingly, the potential tax benefits of the loss carryforward are offset by a valuation amount of the same amount. f. Additional Accounting Policies Additional accounting policies will be established once planned principal operations commence. 7 SUNBELT EXPLORATION, INC. (A Development Stage Company) Notes to the Financial Statements May 31, 1999 and August 31, 1998 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) g. 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. h. Unaudited Financial Statements The accompanying unaudited financial statements include all of the adjustments which, in the opinion of management, are necessary for a fair presentation. Such adjustments are of a normal, recurring nature. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. It is the intent of the Company to be acquired by an existing, operating company. Until an acquisition or merger occurs, shareholders of the Company have committed to meeting the Company's operating expenses NOTE 3 - REVERSE STOCK SPLIT In 1998, the Company reverse split shares of its common stock on a 1-for-10 basis. All references to shares outstanding and earnings per share have been adjusted to reflect the effect of the reverse split on a retroactive basis. 8 Part I - Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (1) Caution Regarding Forward-Looking Information This quarterly report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Company or management as well as assumptions made by and information currently available to the Company or management. When used in this document, the words "anticipate," "believe," "estimate," "expect" and "intend" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. (2) Results of Operations Sunbelt Exploration, Inc. (Company) was incorporated on April 23, 1979 under the laws of the State of Nevada, primarily for the purpose of exploration, development and production of oil and gas reserves. In February 1990, the US Bankruptcy Court (Court) approved an Amended Plan of Reorganization (Plan) under Chapter 11 of the US Bankruptcy Code. The Plan was affirmed through a Final Decree by the Court on May 11, 1993. Under the Plan, all assets and liabilities of the Company were liquidated and assigned to unrelated third parties. Additionally, the Plan and the Court allowed the Company to maintain its interest in a "take or pay" lawsuit against one of the Company's pre-bankruptcy customers. The Company was successful in the lawsuit and received final proceeds of approximately $50,000 in December 1995. The Company has had no operations or significant assets or liabilities since the Final Decree in May 1993, other than the litigation settlement. Accordingly, the Company is dependent upon management and/or significant shareholders to provide sufficient working capital to preserve the integrity of the corporate entity during this phase. It is the intent of management and significant shareholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. 9 (3) Liquidity and capital resources The Company has no operations, and essentially no assets or liabilities and, accordingly is fully dependent upon its controlling shareholder for operating capital. During the period(s) presented herein, the Company was dormant and no advances were made or expenses paid on the Company's behalf. The Company has no specific plans or future capital requirements due to its dormant state. However, the Company will seek to enter into a business acquisition or reorganization with an enterprise, as yet unidentified. At such time as the Company enters into a transaction, of which there can be no assurance, the Company will require additional capital. Part II - Other Information Item 1 - Legal Proceedings None. Item 2 - Changes in Securities None. Item 3 - Defaults on Senior Securities None. Item 4 - Submission of Matters to a Vote of Security Holders The Company has held no regularly scheduled, called or special meetings of shareholders during the reporting period. Item 5 - Other Information None. Item 6 - Exhibits and Reports on Form 8-K None. 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. SUNBELT EXPLORATION, INC. July 12, 1999 /s/ Roger Lund --------------------------------- Roger Lund President and Chief Accounting Officer EX-27 2
5 3-MOS AUG-31-1999 MAR-01-1999 MAY-31-1999 398 0 0 0 0 398 0 0 398 0 0 0 0 24,805 43,245 398 0 0 0 0 7,902 0 0 (7,902) 0 0 0 0 0 (7,902) 0.00 0.00
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