-----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, QP/smt6WERyZqaGyrK1ta+RTSpgAnXdkndqezzDFwzou+ZJ9/P91OuxaBNhjshsQ By4Wget480LQLQmexF1BKQ== 0001001277-03-000267.txt : 20030701 0001001277-03-000267.hdr.sgml : 20030701 20030701140638 ACCESSION NUMBER: 0001001277-03-000267 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20030701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKLEY RESOURCES INC CENTRAL INDEX KEY: 0000870589 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18939 FILM NUMBER: 03767460 BUSINESS ADDRESS: STREET 1: 455 GRANVILLE ST STE 400 CITY: VANCOUVER BC CANADA V6C 1T1 STATE: A1 MAIL ADDRESS: STREET 1: 455 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: 00000 6-K 1 for063002.txt FOR JUNE 30, 2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of: June 30, 2002 Commission File Number 0-18939 BERKLEY RESOURCES INC. (Registrant's name) 455 Granville Street, Suite 400 Vancouver, British Columbia, Canada V6C 1T1 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): All reference to dollar or $ is in Canadian dollars unless otherwise stated. British Columbia Securities Commission QUARTERLY REPORT FORM 51-901F ISSUER DETAILS: NAME OF ISSUER FOR QUARTER DATE OF ENDED REPORT BERKLEY RESOURCES INC. June 30, 2002 August 29, 2002 - -------------------------------------------------------------------------------- ISSUER ADDRESS: Suite 400, 455 Granville Street, Vancouver, BC V6C 1T1 - -------------------------------------------------------------------------------- CITY PROVINCE POSTAL CODE ISSUER FAX NO. ISSUER CODE TELEPHONE NO Vancouver, British Columbia V6C 1T1 (604) 682-3600 (604) 682-3701 - -------------------------------------------------------------------------------- CONTACT PERSON CONTACT'S POSITION CONTACT TELEPHONE NO. J. Calvert Accountant (604) 682-3701 E-MAIL ADDRESS: WEB SITE ADDRESS N/A N/A CERTIFICATE The three schedules required to complete this Quarterly Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Quarterly Report will be provided to any shareholder who requests it. - -------------------------------------------------------------------------------- DIRECTOR'S SIGNATURE DATE SIGNED Signed: "ERNEST CALVERT" 02/05/29 - -------------------------------------------------------------------------------- DIRECTOR'S SIGNATURE DATE SIGNED Signed: "LOUIS WOLFIN" 02/05/29 - -------------------------------------------------------------------------------- BERKLEY RESOURCES INC. INTERIM BALANCE SHEET As at June 30, 2002 (Unaudited - Prepared by Management) - -------------------------------------------------------------------------------- ASSETS June 30, December 31, 2002 2001 ---------------------------- $ $ CURRENT ASSETS Cash 1,104,953 1,070,023 Accounts Receivable 194,178 133,726 ---------- ---------- 1,299,131 1,203,749 Oil and gas properties and equipment (Note 1) 547,835 542,193 Rental property 2,103,986 2,103,986 Other capital assets (Note 2) 4,830 5,969 ---------------------------- 3,941,007 3,855,897 ============================ LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities 138,392 126,094 Mortgage payable (Note 3) 727,819 782,923 Future removal and site restoration 53,300 53,300 ---------------------------- 919,511 962,317 ---------------------------- SHAREHOLDERS' EQUITY Capital stock (Note 4) 3,124,326 2,999,326 Contributed surplus 75,000 75,000 Retained earnings (163,055) (180,746) ---------------------------- 3,036,271 2,893,580 ---------------------------- 3,955,782 3,855,897 ============================ On Behalf of the Board _____________________Director _____________________Director
- ------------------------------------------------------------------------------------------------------------------- BERKLEY RESOURCES INC. STATEMENT OF OPERATIONS AND RETAINED EARNINGS (Unaudited - Prepared by Management) - ------------------------------------------------------------------------------------------------------------------- 3 Months ended 6 Months ended June 30, June 30, 2002 2001 2002 2001 ------------------------------------------------------------------- $ $ $ $ OIL AND GAS REVENUE 62,651 41,011 123,207 198,778 Interest income 4,987 22,045 10,505 34,252 Rental income 10,067 4,222 8,434 4,704 ------------------------------------------------------------------- 77,705 67,278 142,146 237,734 ADMINISTRATIVE EXPENSES Accounting, administration and expenses 9,213 8,444 24,429 14,559 Amortization 569 795 1,138 1,590 Consulting and management fees 18,000 18,000 36,000 36,000 Office and general 7,112 6,246 11,415 15,360 Professional fees 12,120 6,700 17,745 11,500 Transfer agent fees 2,322 - 3,126 - Wages 15,301 15,307 30,601 30,619 ------------------------------------------------------------------- 64,637 55,492 124,454 109,628 NET INCOME (LOSS) FOR THE PERIOD 13,068 11,786 17,692 128,106 RETAINED EARNINGS, BEGINNING OF PERIOD (176,23) 228,150 (180,747) 111,830 ------------------------------------------------------------------- RETAINED EARNINGS, END OF PERIOD (163,055) 239,936 (163,055) 239,936 ------------------------------------------------------------------- =================================================================== 2.1 2.01 2.0 2.2
- -------------------------------------------------------------------------------------------------------------------- BERKLEY RESOURCES INC. INTERIM STATEMENT OF CASH FLOWS (Unaudited - Prepared by Management) - -------------------------------------------------------------------------------------------------------------------- 3 Months ended 6 Months ended June 30 June 30 2002 2001 2002 2001 ---------------------------------------------------------------- $ $ $ $ CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: Income for the period 13,068 11,786 17,692 128,106 Add: depreciation 569 24,795 1,138 49,590 ---------------------------------------------------------------- 13,637 36,581 18,830 177,696 CHANGES IN NON-CASH WORKING CAPITAL ITEMS (12,286) (15,911) (48,154) 42,500 FINANCING ACTIVITIES: Issue of capital stock for cash - - 125,000 200,000 INVESTING ACTIVITIES: Expenditures on oil and gas properties (6,162) (36,627) (5,642) (50,164) Repayment of loan (27,208) (15,902) (55,104) (31,534) ---------------------------------------------------------------- INCREASE (DECREASE) IN CASH (32,019) (31,859) 34,930 338,498 CASH, BEGINNING OF PERIOD 1,136,972 1,580,576 1,070,023 1,210,219 ---------------------------------------------------------------- CASH, END OF PERIOD 1,104,953 1,548,717 1,104,953 1,548,717 ================================================================
- -------------------------------------------------------------------------------------------------------------------- BERKLEY RESOURCES INC. NOTES TO THE FINANCIAL STATEMENTS June 30, 2002 - -------------------------------------------------------------------------------------------------------------------- 1. Oil and Gas Properties and Equipment June 30, December 31 2002 2001 --------------------------------------------------- $ $ Oil and gas properties and equipment 3,359,262 3,353,620 Less: Accumulated amortization and depletion 2,811,427 2,811,427 --------------------------------------------------- 547,835 542,193 =================================================== 2. Other Capital Assets Cost Accumulated June 30, December 31, amortization 2002 2001 Net Net --------------------------------------------------------------------------- $ $ $ $ Computer equipment 12,836 11,831 1,005 1,503 Furniture, fixtures 5,585 5,080 505 561 Truck 39,040 35,720 3,320 3,905 --------------------------------------------------------------------------- 57,461 52,631 4,830 5,969 ===========================================================================
3. Bank Loan The bank loan is payable to the Canadian Imperial Bank of Commerce, bears interest at prime plus 0.50% per annum, is due on demand, however, the bank has agreed to accept monthly payments of $11,900 principal and interest, and is secured by a first mortgage over the rental property and an assignment of rents. June 30, 2002 $ Balance, December 31, 2001 782,923 Loan Payments 55,104 ------------ Balance, June 30, 2002 727,819 ============ - -------------------------------------------------------------------------------- BERKLEY RESOURCES INC. NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 4. Share Capital Authorized 20,000,000 common shares, without par value Number of Shares Amount ---------------------------- $ Balance, December 31, 2002 5,795,934 2,999,326 Issued in the period for cash 500,000 125,000 ---------------------------- 6,295,934 3,124,326 ============================ During the period the Company received $125,000 from Lisa Wolfin for exercising 500,000 warrants at $.25 per common share. The 500,000 warrants at $.25 issued to Ernest Calvert are still outstanding. 5. Related Party Transactions In addition to amounts disclosed elsewhere in the financial statements, the financial statements include the following transaction with related parties. Accounting, administrative and premises includes $24,429 paid to a private company managed by a Director and consulting and management expense includes $18,000 paid to companies controlled by Directors. British Columbia Securities Commission QUARTERLY REPORT FORM 51-901F
ISSUER DETAILS: NAME OF ISSUER FOR QUARTER DATE OF ENDED REPORT BERKLEY RESOURCES INC. June 30, 2002 August 29, 2002 - ----------------------------------------------------------------------------------------------------- ISSUER ADDRESS: Suite 400, 455 Granville Street, Vancouver, BC V6C 1T1 - ----------------------------------------------------------------------------------------------------- CITY PROVINCE POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE NO Vancouver, British Columbia V6C 1T1 (604) 682-3600 (604) 682-3701 - ----------------------------------------------------------------------------------------------------- CONTACT PERSON CONTACT'S POSITION CONTACT TELEPHONE NO. E.Calvert Accountant (604) 682-3701 E-MAIL ADDRESS: WEB SITE ADDRESS N/A N/A CERTIFICATE The three schedules required to complete this Quarterly Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Quarterly Report will be provided to any shareholder who requests it. - ----------------------------------------------------------------------------------------------------- DIRECTOR'S SIGNATURE DATE SIGNED Signed: "ERNEST CALVERT" 02/08/29 - ----------------------------------------------------------------------------------------------------- DIRECTOR'S SIGNATURE DATE SIGNED Signed: "LOUIS WOLFIN" 02/08/29 - -----------------------------------------------------------------------------------------------------
BERKLEY RESOURCES INC. SCHEDULE "B" SUPPLEMENTARY INFORMATION 1. Analysis of expenses a) General and administrative costs Administration and accounting $ 24,429 Consulting and management 36,000 Wages 30,619 Office and general 15,360 $26,392 was paid to the office in Calgary for administration, accounting and office expenses. 2. Options Outstanding 457,500 @ $.34 expiry April 25, 2005 Ernest Calvert 195,000 Louis Wolfin Director & Insider 195,000 George Scott 20,000 Jim O'Bryne Employee 20,000 Andrea Regnier Employee 10,000 Sandra Roy 5,000 David Wolfin Employee 5,000 Jim Baylis Employee 5,000 Freddie Chappel Employee 2,500 3. Shares in Escrow Nil 4. List of Directors and Officers Matt Wayrynen Director & President Louis Wolfin Director Paul A. Bowes Secretary Lloyd Andrews Director Murray Sinclair Director Brian Bayley Director BERKLEY RESOURCES INC. SCHEDULE "C" MANAGEMENT'S DISCUSSION AND ANALYSIS For the period ended June 30, 2002 Description of Business During the period ended June 30, 2002, the Company announces a major change in its Officers and Directors resulting also in a change in the effective voting control. Ernest Calvert has resigned as the President and Director and has sold 1,618,256 common shares, representing approximately 26% of the total issued shares, to Lisa Wayrynen, who holds the effective voting control of the Company. Lisa Wayrynen, also currently holds another 1,002,833 shares, which when added to the 1,618,256 shares purchased, will aggregate 2,621,089, representing 41.63% of the total issued and outstanding shares. Lisa Wayrynen intends to hold the shares for investment purposes. To purchase the 1,618,256 shares, Lisa Wayrynen arranged debt financing from a third party lender, and these shares have been pledged as collateral security to the lender until the loan is repaid. Matt Wayrynenl, new President of the Company, announces that Sandra Roy has resigned as Secretary and Director and Lee Ann McKenzie has resigned as Director. Matt Wayrynen, Lloyd Andrews, Murray Sinclair and Brian Bayley have been appointed as Directors. In result, the Board of Directors now consists of Matt Wayrynen, Louis Wolfin, Lloyd Andrews, Murray Sinclair and Brian Bayley. Paul A. Bowes has been appointed as the Secretary of the Company. Matt Wayrynen has past experience in the real estate industry as a licensed salesman and licensed agent nominees in charge of real estate sales for multiple retail projects, and more recently, from 1993 to 2002, Mr. Wayrynen has worked as a register broker, active in raising venture capital and funding start-ups, as well as merges and acquisitions. Since March 2002, Mr. Wayrynen also serves as the President and Director of Coral Gold Corp. Paul A. Bowes is a corporate and securities lawyer with over 19 years of experience in the financing of emerging growth and junior resource issuers. Mr. Bowes also currently serves as the Secretary (since March 2001) and a Director (since August 1998) of Mountain Lake Resources Inc. Mr. Bowes holds both B.Comm and Bachelor of Laws degrees from the University of British Columbia. Lloyd Andrews has a wide range of experience with public and private companies, and has served many years in public office. Mr. Andrews currently serves as a senior consultant for Chem Nuclear Systems, which handles low level waste, radioactive waste and chemical waste. He was previously the Vise-President of the Board of Chem Nuclear Systems from 1970 to 1985. Mr. Andrews is also a senior consultant for Flow International, which manufactures high pressure water cutting devices, and where he has earned the title of Chairman Emeritus after serving as Chairman of the Board for four years from 1992 to 1996. Mr. Andrews is also a Director of Smith Barney Fundamental Mutual Funds. Mr. Andrew has previously held public office as a Washington State Senator and the Washington State Superintendent of Schools, where he was Chairman of the Washington State Board of Education. Mr. Andrews Holds a B.Sc. from Washington State University, where he has also completed post-graduate work in education and economics. Murray Sinclair is a Director of Quest Management Ltd. and President and a Director of Quest Ventures Ltd. Previously, Mr. Sinclair was Managing Director of Quest Oil & Gas Inc. ("Quest Oil") from May 1993 to April 1997. Prior to that, Mr, Sinclair was President and Director of Noramco Capital Corp. from June 1991to July 1998. Mr. Sinclair holds a B.Comm from Queen's University. Brian Bayley is the President and the Director of Quest Management Ltd. and a Director of Quest Venture Ltd. Mr. Baley held the following positions with Quest Oil: Secretary from October 1996 to April 1997; Director from November 1990 to April 1997; President and Chief Executive Officer from October 1990 to October 1996; Vice-President, Corporate Administration from September 1986 to October 1990. Prior to that, he worked with the Vancouver Stock Exchange and a private management company. Mr. Bayley holds a MBA from Queen's University. The Company is in the business of participating in approximately 50 oil and gas wells in Alberta with interests ranging from 0.03 of 1% to 50%. The Company owns a 100% interest in office space in Vancouver, B.C. in which one Director pays office rent to the Company. Results of Oil and Gas Operations The oil and gas industry continued to show confidence during the second quarter 2002 as oil prices remained steady at or above the generally accepted benchmark price of U.S. $25.00 per barrel for West Texas Intermediate (WTI) closing June 28, 2002 at $26.88/barrel. This compares to U.S. $26.30 at March 31.2002. Oil prices have moved sharply upwards at mid-August 2002 to abouve U.S. $30.00/barrel, however, this is cosidered a short-term response to Middle-East issues. Conversely natural gas seems unable to find any benchmark price as it has ranged from Cnd $4.40 per thousand cubic feet (mcf)at March 31, 2002, closing June 28, 2002 at Cnd $2.54/mcf. Natural gas reached a one-day low of Cnd. $1.18/mcf on July 3, 2002, however, it has rebounded to Cnd. $3.10/mcf at mid-August 2002. The market seems intent on punishing the natural gas Industry whenever it can as a result of the unending fallout from the Enron situation which peaked 18 month ago. Eventually the market will again pay full value for naturals gas which vased on U.S. $25.00/barrel for oil should be between Cnd. $4.00 and $5.00 per mcf. Although natural gas is seen as the fuel of choice for environmental reasons, oil-or-gas competition males it unlikely that either the Alaska or Mackenzie Valley pipeline projects will proceed at an early date. Such project will require significant governmental encouragement before they are expected to go ahead. On the other hand, Oil Sands development continues to attract huge amounts of investments from the Major oil and gas companies. The Company continues to work with its partners, Suncor Energy Inc. and Range Energy Inc. to get its Sturgeon Lake Leduc (D-3) oil prospect drilled this coming winter drilling season. The initial test well has been licensed and is projected for drilling after October 1, 2002. Farmout arrangements are being pursued. The Company is participating in the development of new drilling prospects while at the same time evaluating all of its existing holding. Some low interest properties may be considered for sale if the market is right. Income Trust Funds continue to lead the acquisition part if the market, however their management structures seem to be transforming as government regulators express increasing concern relative to residual abandonment liabilities. Mostly Income Trust Funds are not interested in acquiring smaller interest, however they do influence the overall market price. The oil and gas Industry has worked its way through an uncertain but active second quarter 2002. Merger activity has been relegated to a distant second behind what many consider to be an over-heated Income Trust Fund market. The second half of 2002 should produce a clearer understanding of the sustainability of this source of investment capital. Results of Financial Operations The Company's balance sheet as at June 30, 2002 as compared to December 31, 2001 reflects its expenditures on oil and gas properties and equipment for the period ended June 30, 2002 and the results of its operations for the period ended June 30, 2002. Overall, total assets decreased by $412,145 and total liabilities decreased by $462,260. The Company's working capital increased from $294,732 at December 31, 2001 to $432,732 at June 30, 2002. Revenues Net oil and gas revenues decreased by approximately $75,000 from June 30, 2001 figure of $198,778 to June 30, 2002 of $123,207. Of the total revenues of $229,094 the Company received more than 90% of its income from five major properties: (i) $72,612 from the John Lake leases ($222,275 June 30, 2001); (ii) $60,964 from the Skiff leases ($80,986 June 30, 2001); (iii) $17,038 from Zama/Virgo leases ($24,373 June 30, 2001); (iv) $24,694 from the Carbon leases ($51,469 June 30, 2001) and (v) $51,519 from the Halkirk leases ($ 24,943, June 30 2001). Oil revenues decreased by approximately $17,000 from June 30, 2001 to June 30, 2002 and natural gas revenue decreased by approximately $160,000 from June 30, 2001 to June 30, 2002. The price of oil at June 30, 2002 was U.S. $26.88/barrel as compared to $25.58 at June 30, 2001 and natural gas decreased at June 30, 2002 to Cdn $2.54 compared to $3.66 at June 30, 2001. The decrease in revenue for the period ended June 30, 2002 was due to a decrease in gas prices and a decrease in oil and gas production. Interest income decreased from $34,252 at June 30, 2001 to $10,505 at June 30, 2002 due to lower interest rates. Rental income less rental operation expenses showed a profit of $8,434 for period ended June 30, 2002. An estimated cash call of $20,000 for 2002 final property taxes and working capital purposes is anticipated to be made in July 2002. The Company made payments of $55,104 for the period to the bank loan payable on the building. Expenses The Company's administrative expenses as at June 30, 2002 of $124,454 shows an increase of $14,826 from June 30, 2001. The increase in administrative expenses arose from an increase of $9,870 on accounting and administration and a decrease of $6,200 due to professional fees. Accounts receivable increased by approximately $60,000 from December 31, 2001 figure of $133,726 to June 30, 2002 figure of $194,178. Accounts receivable fluctuate depending on the timing of production receipts from operators and amounts due from participants in oil and gas activities. Accounts payable decreased $12,298 from $126,094 at December 31, 2001 to $138,392 at June 30, 2002. The Company has singed consulting agreements effective 1st day of May 2002 with Ernest Calvert and Janie Calvert. The Company agrees to pay E.Calvert $5,000 a month for 56 month for serving as consultant on the oil and gas industry and in particular with the negotiations and acquisitions of oil and gas mineral property interests. The Company agrees to pay J.Calvert $3,000 a month for 56 month for overseeing and administering bookkeeping and accounting services to the Company, such duties and responsibilities to include the supervision of accounts, books and ledgers and the review of interim financial statements, and liaising with the auditors of the Company. 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 by the undersigned, thereunto duly authorized. BERKLEY RESOURCES INC. (Registrant) Date: June 27, 2002 /S/ Matt Wayrynen ------------- ---------------------------------- Matt Wayrynen, President -----END PRIVACY-ENHANCED MESSAGE-----