-----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, Wp6Ez9Z4OLJncihlBTHs++Pvt97DDAYo071IuDS4GkcK/M+WDF+BdQVDqdpnNDgU z6LpLseGHAIOznKMZyVtBw== 0001046424-98-000009.txt : 19980121 0001046424-98-000009.hdr.sgml : 19980121 ACCESSION NUMBER: 0001046424-98-000009 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19980120 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITE CLOUD EXPLORATION INC CENTRAL INDEX KEY: 0000736314 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 840959153 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-11424 FILM NUMBER: 98509220 BUSINESS ADDRESS: STREET 1: 116 STANYAN CITY: SAN FRANCISCO STATE: CA ZIP: 94118 BUSINESS PHONE: 4153873135 MAIL ADDRESS: STREET 1: 116 STANYAN CITY: SAN FRANCISCO STATE: CA ZIP: 94118 10QSB 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended: September 30, 1997 Commission File number: 0-114244 WHITE CLOUD EXPLORATION, INC. (Exact name of registrant as specified in its charter) Utah 84-0959153 State or Other Jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 116 Stanyan Street, San Francisco, CA 94118 (Address of principal Executive Offices Zip Code) Registrant's telephone number, including area code: None Indicate by check mark whether the registrant (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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes X No ____ As of September 30, 1997, there were 100,000 shares of common stock, par value $.0001, outstanding. PART 1. FINANCIAL INFORMATION ITEM 1. Financial Statements WHITE CLOUD EXPLORATION, INC. Consolidated Balance Sheet (Unaudited) September June ASSETS 30, 1997 30, 1997 CURRENT ASSETS: Cash and Cash Equivalents $100 $100 Prepaid Expenses - - Accounts Receivable - - Accrued Interest Receivable - - Total Current Assets $100 $100 OTHER ASSETS: Advance to Watchout! $200,000 TOTAL ASSETS $200,100 $100 LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) CURRENT LIABILITIES: Interest Payable $2,663 $ - Accounts Payable $28,557 $27,055 Loan Payable $200,000 $ - Total Current Liabilities $231,220 $27,055 STOCKHOLDER'S EQUITY (DEFICIT): Common Stock, $.001 par value - 50,000,000 shares authorized, 100,000 shares issued and outstanding $100 $100 Additional Paid In Capital $82,932 $82,932 Deficit accumulated during the development stage (114,152) (111,489) Total Stockholder's Equity $(31,120) (28,457) TOTAL LIABILITIES & STOCKHOLDER'S EQUITY $100 $100 The accompanying notes are considered an integral part of these financial statements WHITE CLOUD EXPLORATION, INC. Consolidated Statement of Income and Expense (Unaudited) Three Months Ended September 30, 1996 1997 OPERATING REVENUES Revenues - - Gross Profit - - OPERATING EXPENSES Salaries - - Office - - Travel - - Professional fees - - Telephone & Utilities - - Depreciation - - Miscellaneous - - Interest expense - - Total Operating Expense - - OTHER REVENUES & EXPENSES - - Miscellaneous Income - - Interest Accrual - (2,663) Total Other Revenues & Expenses - (2,663) NET INCOME (LOSS) - (2,663) The accompanying notes are considered an integral part of these financial statements. WHITE CLOUD EXPLORATION, INC. Consolidated Statement of Cash Flows (Unaudited) Three Months Ended September 30, 1996 1997 Cash flows from Operating Activities: - - Net Profit (Loss) - - Depreciation - - Stock issued for services - - (Increase) decrease in Accts Receivable - - (Increase) decrease in Prepaids - - (Increase) decrease in Deposits - - (Decrease) increase in Accrued Expenses - - (Decrease) increase in Accts Payable - - (Decrease) increase in Advance Payable - - Net Cash Flows Used for Operating Activities - - Cash Flows from investing activities (Purchase) sale of Fixed Assets - - (Purchase) sale of Note Receivable - - (Purchase) sale of Lease Interests - - Interest Accrual on Loan - 2,663 Total cash used for investing - 200,000 Cash flows from financing activities - - Increase (Decrease) in Note Payable - 200,000 Sale of Common Stock - - Total Cash from financing activities - 200,000 Increase (Decrease) in cash - - Cash and cash equivalents - beginning of period 100 100 Cash and cash equivalents - end of period 100 100 The accompanying notes are considered an integral part of these financial statements. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for Period ended September 30, 1997 The Company incurred no expenses for the three month period ended September 30 in either 1996 or 1997. There were no operations or revenues for the period in either 1997 or 1996. The Company recorded neither profit nor loss for the period in 1996 but in 1997 had a loss of $2,663 due to interest accrual. Loss per share was $.027 in the period in 1997 compared to no loss or profit in the 1996 first quarter. While the Company is seeking capital sources for investment through private placement, there is no assurance that capital sources can be found. Liquidity and Capital Resources The Company had nominal cash capital at the end of the period. The Company will be forced to make private placements of stock in order to fund operations commencement. No assurance exists as to the ability to make private placements of stock. PART II OTHER INFORMATION Item 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 - On September 3, 1997, the Company entered into a loan arrangement with certain parties for loans totaling $200,000 to the Company. The Company advanced such monies to Watchout! in furtherance of its Agreement of May 30, 1997. The loans were funded by: (a) An 18% Senior note issued by the Company to Raymond Larkin in the amount of $50,000 due September 3, 1998 in full with interest. (b) An 18% Senior note issued by the Company to Watchout-Goldpoint Partners for $150,000 due September 3, 1998 in full with interest. In addition, the Company granted warrants to purchase common shares at $.01/share as an inducement to the lenders to make the loans. The options expire on September 3, 2002. The warrants are to Raymond J. Larkin for 75,000 shares and to Watchout Goldpoint partners for 225,000 shares. Further, the Company granted warrants to purchase 25,000 shares each to Mark Hollo and Sands Brothers & Co. The warrants are exercisable at $.01 per share on or before September 3, 2002. The Company, in a separate transaction related to the Watchout! Agreement, agreed to issue warrants to purchase a total of 250,000 common shares of the Company @ $.10 per share exercisable two years from September 19, 1997. The warrants are to be issued to John Bader and William Williams for 166,000 and 84,000, respectively. Item 6. Exhibits and reports on Form 8-K (a) The following are filed as Exhibits to this Quarterly Report. The numbers refer to the Exhibit Table of Item 601 of Regulation S-K: None. (b) Reports on Form 8-K filed during the three months ended September 30, 1997. (incorporated by reference) None. NOTE: Form 8-K dated September 24, 1997 and filed October 3, 1997 should be reviewed by readers of this Form 10-QSB, together with the exhibits thereto. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized. Dated: January 15, 1998 WHITE CLOUD EXPLORATION, INC. By: /s/ Robert Galoob Robert Galoob, President -----END PRIVACY-ENHANCED MESSAGE-----