1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
COMMISSION FILE NUMBER 333-44530
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LRS CAPITAL, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 52-52190362
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
141 ADELAIDE STREET WEST, STE 1004, TORONTO, ONTARIO M5H 3L5
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (416) 597-0202
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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 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: As of July 31, 2001, the Company had
outstanding 2,659,720 shares of its common stock, par value $0.001.
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TABLE OF CONTENTS
<Table>
<Caption>
ITEM NUMBER AND CAPTION PAGE
- ----------------------- ----
PART I
3
ITEM 1. FINANCIAL STATEMENTS 7
ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS
PART II
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 2. CHANGES IN SECURITIES 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
</Table>
3
ITEM 1. FINANCIAL STATEMENTS
LRS CAPITAL, INC.
(A COMPANY IN THE EXPLORATION STAGE)
BALANCE SHEET
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
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ASSETS
Current Assets
Cash and Cash Equivalents $ 12,908 $ 4,401
Prepaid Expenses -- 96
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TOTAL ASSETS $ 12,908 $ 4,497
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 2,729 $ 18,873
Accrued Obligation to Wolfranium Corporation 18,535 11,203
Due to Related Parties 72,261 32,952
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Total Liabilities 93,525 63,028
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Shareholders' Equity
Common Stock -- $0.001 par value; 15,000,000
shares authorized, 2,659,720 and 2,654,720 shares
outstanding at June 30, 2001 and December 31, 2000 2,660 2,655
Additional Paid-in Capital 36,030 35,335
Deficit Accumulated during the Exploration Stage (119,306) (96,521)
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Total Shareholders' Equity (80,616) (58,531)
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 12,908 $ 4,497
========= =========
</Table>
See notes to financial statements.
4
LRS CAPITAL, INC.
(A COMPANY IN THE EXPLORATION STAGE)
STATEMENT OF OPERATIONS AND DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE
<Table>
<Caption>
THREE MONTHS SIX MONTHS INCEPTION
ENDED ENDED TO
JUNE 30, 2001 JUNE 30, 2001 JUNE 30, 2001
------------- ------------- -------------
Net Revenues $ -- $ -- $ --
Cost of Revenues -- -- --
----------- ----------- -----------
Gross Profit -- -- --
General and Administrative Expenses
Mineral Rights 2,640 7,528 49,356
Taxes -- -- 380
Legal and Accounting 7,984 13,241 56,339
Transfer Agent 460 1,410 4,290
Office 200 600 3,300
Compensation -- -- 3,800
Organization -- -- 1,484
Miscellaneous 1 6 357
----------- ----------- -----------
Total Expenses 11,285 22,785 119,306
(Deficit) from Operations (11,285) (22,785) (119,306)
Investment Income -- -- --
----------- ----------- -----------
Net (Deficit) (11,285) (22,785) (119,306)
Deficit Accumulated During the
Development Stage at Beginning
of Period (96,521) (96,521) --
----------- ----------- -----------
Deficit Accumulated During the
Development Stage at End
of Period $ (107,806) $ (119,306) $ (119,306)
=========== =========== ===========
Net Deficit per Share -- Basic $ (0.04) $ (0.04)
Net Deficit per Share -- Diluted $ (0.04) $ (0.04)
Shares Used in Per Calculation:
Basic 2,659,720 2,659,720
Diluted 2,659,720 2,659,720
</Table>
See notes to financial statements.
5
LRS CAPITAL, INC.
(A COMPANY IN THE EXPLORATION STAGE)
STATEMENT OF CASH FLOWS DURING THE EXPLORATION STAGE
<Table>
<Caption>
SIX MONTHS INCEPTION
ENDED TO
JUNE 30, 2001 JUNE 30, 2001
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CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Deficit $ (22,785) $(119,306)
Adjustments to Reconcile Net Deficit to Cash
Provided by (Used in) Operations:
Office 2,700
Prepaid Expenses 96 --
Accounts Payable (16,144) 2,729
Accrued obligation to
Wolfranium Corporation 7,332 18,535
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NET CASH (USED) BY
OPERATING ACTIVITIES (31,501) (95,342)
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to Related Parties 39,309 72,261
Issuance of Common Stock 700 35,990
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NET CASH (USED) BY
FINANCING ACTIVITIES 40,009 108,251
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NET CHANGE IN CASH AND
CASH EQUIVALENTS 8,508 12,909
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 4,401 --
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CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 12,908 $ 12,908
========= =========
SUPPLEMENTARY SCHEDULE
OF NON-CASH OPERATING
AND FINANCING ACTIVITIES
ISSUANCE OF COMMON
SHARES FOR SERVICES $ 700 $ 4,650
========= =========
</Table>
See notes to financial statements.
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NOTES TO FINANCIAL STATEMENTS
June 30, 2001
(Unaudited)
1. GENERAL
The accompanying unaudited consolidated financial statements have been prepared
in conformity with the accounting principles stated in the audited financial
statements for the year ended December 31, 2000 and reflect all adjustments
which are, in the opinion of management, necessary for a fair statement of the
financial position as of June 30, 2001 and the results of operations for the
periods presented. These statements have not been audited by the Company's
independent certified public accountants. The operating results for the interim
periods are not necessarily indicative of results for the full fiscal year.
The notes to consolidated financial statements appearing in the Company's Annual
Report as filed on SEC Form SB-2 for the years ended December 31, 2000, 1999 and
1998 should be read in conjunction with this Quarterly Report on Form 10-QSB.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
When used in this Form 10QSB and in future filings by LRS Capital, Inc. with the
Securities and Exchange Commission, the words or phrases "will likely result,"
"management expects," or "we expect," "will continue," "is anticipated,"
"estimated," or similar expression or use of the future tense, 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 and others are described in other parts of this Form 10QSB.
Actual results may differ materially from historical earnings and those
presently anticipated or projected. We have no obligation to publicly release
the result of any revisions that may be made to any forward-looking statements
to reflect anticipated events or circumstances occurring after the date of such
statements.
BUSINESS
LRS Capital, Inc. is an exploration stage company with no current business
operations. The Company was incorporated in the state of Delaware on October 7,
1998 under the name LRS Group Incorporated. On October 15, 1998, the name of the
corporation was changed to LRS Capital, Inc. We are engaged in the
identification, acquisition and exploration of mining prospects with tungsten
bearing mineralization.
Our common stock is not traded in any market or electronic medium. We intend to
seek inclusion in the Over-the-Counter Bulletin Board and are in the process of
implementing steps to that end. There can be no assurance given that the common
stock will be traded in any public market. Moreover, if our common stock is
traded, there can be no assurance given that there will be active trades in the
security or at all. Therefore, holders of our common stock may not be able to
sell it from time to time or possibly not at all.
We currently do not have capital to implement our business plan and must obtain
funding. If we do not receive funding, we will have to discontinue our
operations. To fund our operations, we are seeking to raise approximately
$950,000 (net of an estimated $50,000 in offering expenses) through a private
placement of our common stock. We currently have 2,659,720 shares outstanding.
We have filed a form SB-2 with the Securities and Exchange Commission to
register for sale up to 8,000,000 additional shares of our common stock at an
offering price of $0.125 per share. These shares have not been underwritten and
will be offered for sale by current officers, directors and shareholders. We may
sale any amount of shares through this offering up to a maximum of 8,000,000
shares. Any investment in our common stock involves a high degree of risk. We
may not be successful in raising any funds through this offering.
Even if the offering is successful we will need additional funding in the future
to continue our operations. We intend to seek either debt or equity capital or
both. Until such time as we have adequate funding, some of our stockholders,
officers and directors have committed to advance the operating expenses of the
company. We intend to keep our expenses to a minimum until such time as we
obtain adequate capital in order to implement our business plan.
We have no commitments for funding from any unrelated parties or any other
agreements that will provide us with adequate working capital. We cannot give
any assurance that we will locate any funding or enter into any agreements that
will provide the required operating capital to fund our operations.
BUSINESS STRATEGY
We are engaged in the identification, acquisition, and exploration of mining
prospects with tungsten mineralization located in the Western United States.
Currently, our main goal is the search and exploration for a commercially viable
mineralization of tungsten that could be the basis from which we might produce
revenues. Investors in our common stock should be reminded that most prospects
do not yield positive
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economic returns. Therefore, an investment in our common stock contains a high
degree of risk, and is likely to result in a complete loss.
We currently have the rights to prospect a location known as the Pilot Mountain
Project (See "Products"). We intend to conduct an exploration program to
determine whether or not the prospect is viable for tungsten mining. We intend
to pursue an exploration program consisting of geological mapping, geophysical
and geochemical surveys, sampling, diamond drilling and metallurgical studies to
determine the economic potential of the prospect. If these aspects of the
exploration program provide favorable results, we will conduct a study on the
economic viability of this prospect. We cannot give any assurances that this
program will have any positive affects in reaching our goal of extracting any
tungsten or any other mineral that might produce revenue for us.
Scheelite and powellite, both tungsten-bearing minerals are known to occur in
the prospect. At the onset, we intend to perform basic foot prospecting which
will be carried out on the site in an attempt to locate any surface evidence of
any potentially important mineralization that might contain tungsten. Often,
base and strategic minerals are associated with an iron sulphide mineral which,
when it oxidizes at the surface, gives rise to "rusty" zones. We intend to
sample these zones to gain some insight into the importance of the tungsten
levels and determine if a full-scale exploration program on the site is
economically feasible. Because scheelite and powellite have unique optical
properties in that they fluoresce under ultraviolet light, it is our intent to
include an ultraviolet or a "blacklight" survey at night as part of our
exploration program on this prospect.
We, therefore, plan to carry out our exploration consisting essentially of
surface geological mapping, ground geophysical and soil geochemical surveys and
detailed surface sampling where evidence of tungsten mineralization is noted. If
prior historical underground evidence of the prospect is accessible, systematic
sampling of the workings will be carried out. If the workings are found to be
inaccessible by virtue of "caving" or "flooding", a determination will be made
at that time as to whether a de-watering or rehabilitation of the prospect would
be justifiable. If we are successful in obtaining a favorable result from our
initial exploration work, we intend to initiate a process of drilling to further
evaluate the site. If a significant mineralized deposit is indicated by the
results from the drilling, we anticipate conducting additional metallurgical
test work to determine whether further consideration should be given to
undertaking feasibility evaluations.
We entered into an agreement with Wolfranium Corporation Inc. (a mineral
exploration company), which owns paper-based data of geological exploration on
approximately 1,500 mineral prospects, the majority of which are located in the
United States. The agreement was assigned on March 28, 2001 to Platoro West
Incorporated ("Platoro"). The database was compiled in the 1950 through 1970
period, and contains exploration reports, metallurgical studies and feasibility
documents. Based on the experience of management of Wolfranium (and now Platoro)
and review of a number of the prospects covered by the data, the materials are
believed to still have valuable, useful information. We contracted with
Wolfranium (now Platoro) to locate an initial mining prospect with reports of
viable tungsten mineralization and to locate additional prospects in the future.
After identification of a potential prospect, we intend to acquire the right to
explore it. This is accomplished by staking a claim that is a process and/or a
registration with state and federal officials that give us the right to the
minerals in the land. If necessary, additional prospects will be identified and
evaluated in a similar manner.
Once we have acquired the right to explore for mineral deposits on specific
prospects, we will perform exploratory activities. In addition to these
activities, we intend to contract with independent laboratories, sampling
companies and other geological and environmental consultants to update existing
or producing the necessary exploration reports. The results of the prospecting
information and the exploration reports will be compiled to determine if
feasibility studies should be commenced. We consider that these activities of
exploration and assessment will determine what possibility exists in the
prospects and will be used to evaluate what further actions must be taken in the
further commercialization of a prospect, if any. Claims that are not considered
viable will not be renewed with appropriate federal and state authorities.
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The purpose of our exploratory process is to identify what minerals are present
in a prospect and the tonnage and grade levels; further it is to determine
whether or not to expand drilling to see if the mineralizations are sufficient
to support a profitable reserve. A reserve is that part of a mineral deposit
which could be economically extracted or produced at the time of reserve
determination. The exploratory process is also used to indicate which recovery
method and the recovery cost estimate versus revenue estimates. We cannot give
any assurances that we will be successful in reaching our desired goals of
locating any profitable mineral deposits.
PRODUCTS
We consider tungsten as an important industrial mineral. It has many uses in the
modern industrialized world. When it is used with certain other metals, it has
provided strength and a wear resistance for various kinds of tools used in
construction, mining and medal working. Tungsten is used in many household
products such as light bulbs, television sets and magetrons for microwave ovens.
Tungsten is also being used in munitions, such as bullets, because of its
strength and it being environmentally superior to lead or uranium.
We are focusing on locating tungsten mineralization because of its many uses in
industry and the military. We believe that there will be some increase in demand
in the near term. We also believe that demand will not necessarily be met from
current sources, which would require alternative sources of tungsten to the
current primary sources which are primarily located in the Peoples Republic of
China.
We have acquired a 100% interest in the tungsten project known as Pilot Mountain
in west-central Nevada. Our interest is the filing of mining stakes that allows
us to explore the prospect. The mining stakes prevent others from exploring the
land subject to the stakes for mineralization. The prospect consists of 30
un-patented claims located in Mineral County, approximately 45 miles
west-northwest of Tonopah. The claims have been staked and recorded for us by
Wolfranium.
The Pilot Mountain Project encompasses the historical workings of the Desert
Scheelite, Gunmetal, Garnet and Good Hope mines, all of which are former
tungsten producers. We can make no assurances that we will be successful in this
prospect.
COMPETITION
We expect to compete with numerous junior mining and exploration companies to
identify and acquire claims with potential tungsten composites. We believe that
our mine staking contract for the identification of claims from a large database
of previously explored prospects gives us a competitive advantage over many
other junior mining and exploration companies. We believe the existence of the
prior studies of mining prospects will help us identify prospects more likely to
have the mineralization we are seeking in a more cost efficient manner than if
we searched for prospects using publicly available data, hiring geologists to
make initial surveys and conducting other mineral identification and exploratory
activities to identify prospects on which to stake claims. Moreover, we believe
having the specific data will aid our efforts when we begin our exploratory
efforts in respect of a particular prospect, however we cannot assure you that
we will be successful in locating any prospect which will be beneficial to us
our investors.
We also expect to compete in the market for the hiring of appropriate geological
and environmental experts to assist with exploration, feasibility studies and
obtaining mining patents. In the future, we expect to compete for consultants,
employees and equipment. Most of our current competitors have, and our future
competitors are expected to have, greater financial assets and more qualified
staff. Therefore, we anticipate that our ability to compete will depend on our
operating capital which will directly influence our ability to hire and retain
qualified personnel and consultants.
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GOVERNMENT REGULATION
We will be subject to regulation by numerous federal and state governmental
authorities. The most significant of these authorities will be the Federal
Environmental Protection Agency, the Bureau of Land Management and comparable
state agencies. Currently, we have not been required to have any significant
expenditures to be in compliance with environmental laws as we are not
exploring, developing or operating any mining prospects. Under the current
circumstances the estimated cost of compliance with these laws during the
staking and exploratory stages is not considered significant. If we fail to
comply with these laws, we will be subject to possible fines, many of which are
considerable in amount.
At present, we and/or our agents must only comply with the annual staking and
patent maintenance requirements of the State of Nevada and the United States
Bureau of Land Management.
FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION
OVERALL OPERATING RESULTS:
We had no revenues for the quarter ended June 30, 2001 or since our inception.
Operating expenses for the quarter ended June 30, 2001 were $11,300. We incurred
$8,000 for legal and accounting services rendered in connection with the filing
of Form SB-2 with the Securities and Exchange Commission. Expenses for mineral
rights were $2,600. Other operating expenses amounted to $700 and were incurred
for supplies and stock transfer agent fees
For the six months ended June 30, 2001 our total operating expenses were $22,800
and were incurred primarily for legal and accounting fees and mineral rights.
We have incurred a cumulative net loss since inception of $109,300.
LIQUIDITY AND CAPITAL RESOURCES:
We currently have no working capital with which we can fund our future
operations. We have been reliant on loans from related parties to fund
operations to date. We cannot assure you that we will be able to continue our
operations without adequate funding. As of June 30, 2001 our only asset was
$12,900 in cash. Our total liabilities were $93,500, which includes $2,700 in
accounts payable and $72,300 in short-term notes payable to related parties. In
addition, we have a liability of $18,500 to Wolfranium Corporation, Inc. ("WCI")
which represents our accrued obligations to them under the terms of an agreement
dated May 6, 1999 under which they will locate, stake out and record not less
than 20 and not more than 40 mining claims for us. On March 28, 2001, we were
notified that the agreement with WCI was fully assigned to Platoro West,
Incorporated. If we default under the contract, the remedy specified in the
contract is that we will transfer and convey to Platoro all of our rights, title
and interest in and to the mining claims and to all the mineral resources
located therein to which the contract relates. In addition, in such default,
Platoro will retain all amounts previously paid to it and retain all shares
previously issued to it under the contract. At June 30, 2001, we believe that we
have met all of our past obligations to WCI and Platoro.
Total stockholders' deficit at June 30, 2001 was $80,600.
PLAN OF OPERATION
We intend to seek capital to fund our operations through a private placement of
our securities. We may also seek acquisition or merger opportunities with
operating companies. We estimate that we will need approximately $1,000,000 to
fund our operations and implement our business plan during the first year. As
such, we have registered 8,000,000 shares of our common stock with the
Securities and Exchange Commission which we anticipate offering through a
private placement at $0.125 per share (See "BUSINESS"). We have no financing
commitments or acquisition arrangements or prospects at this time.
We believe that we will require additional financing in the future for the
funding of expansion. We cannot assure you that we will be successful in raising
any of the capital needed to fund our operations.
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We anticipate generating sufficient revenues with which we will be able to cover
exploration costs. To the extent our revenues exceed exploration costs, we will
use these funds for business expansion. Mining operations contain a high degree
of risk and we may not locate a profitable prospect or any prospect that
contains enough minerals that would warrant further exploration
EMPLOYEES
We currently have one full time employee. We expect to hire consultants and
independent contractors who specialize in mining operations during the early
stages of implementing our business plan.
DESCRIPTION OF PROPERTIES
Our executive office is located at 141 Adelaide Street West, Suite 1004,
Toronto, Ontario, Canada. At this location, we share an undesignated amount of
space with another entity. Currently, the landlord and primary tenant are not
charging us any rent. If we become obligated to pay rent at this location or
obtain rental space, we believe that space is readily available at market rates
that we would be able to afford after the financing. Any office space outside of
our current arrangement is dependent upon obtaining adequate financing.
NEW ACCOUNTING PRONOUNCEMENTS
We have adopted FASB Statement 128. It is not expected that we will be impacted
by other recently issued standards. FASB Statement 128 presents new standards
for computing and presenting earnings per share (EPS). The Statement is
effective for financial statements for both interim and annual periods ending
after December 15, 1997.
FASB Statement 131 presents news standards for disclosures about segment
reporting. We do not believe that this accounting standard applies to us as all
of our operations are integrated for financial reporting and decision-making
purposes.
INFLATION
The Company's results of operations have not been affected by inflation and
management does not expect inflation to have a significant effect on its
operations in the future.
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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 April 19, 2001 we issued 5,000 shares of our common stock to Platoro West
Incorporated as a part of our agreement.
On June 27, 2001 Mr. Wagman resigned from our Board of Directors to pursue other
business interests. We have not found a replacement as of the date of this
filing.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant) LRS CAPITAL, INC.
By /s/ Mitchell Geisler
--------------------
Mitchell Geisler, President and
Chairman of the Board
Date August 14, 2001
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By /s/ Mitchell Geisler
--------------------
Mitchell Geisler, President and
Chairman of the Board
Date August 14, 2001