UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999 ------------------------------------------------- ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------------------------ ----------- Commission File number 0-25389 ---------------------------------------------------------- ANYOX RESOURCES INC. -------------------------------------------------- (Exact name of registrant as specified in charter) Nevada 98-019-9128 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2453 Philips Place Burnaby, BC, Canada V5A 2W1 ------------------- -------------- (Address of principal executive offices) (Zip Code) 1 - 604-420-7474 -------------------------------------------------- Registrant's telephone number, including area code --------------------------------------------------------------------- (Former name, address, and fiscal year, if changed since last report) 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), Yes [X] No [ ] and ( ) has been subject to filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date. Class Outstanding as of January 16, 1999 ------------------------------ ---------------------------------- Common Stock, $0.001 per share 10,028,500 INDEX Page PART 1. Number ------ ITEM 1. Financial Statements (unaudited)............................ 3 Balance Sheet as at December 31, 1999....................... 4 Statement of Operations For the three months ended December 31, 1999 and December 31, 1998 and for the six months ended December 31, 1999 and December 31, 1998 and for the period from July 13, 1998 (Date of Incorporation) to December 31, 1999.................. 5 Statement of Changes in Shareholders' Equity For the period from July 13, 1998 (Date of Incorporation) to December 31, 1999.................. 6 Statement of Cash Flows For the three months ended December 31, 1999 and December 31, 1998 and for the six months ended December 31, 1999 and December 31, 1998 and for the period from July 13, 1998 (Date of Incorporation) to December 31, 1999................. 7 Notes to the Financial Statements........................... 8 ITEM 2. Plan of Operations.......................................... 11 PART 11 Signatures.................................................. 12 2 PART 1 - FINANCIAL INFORMATION - -------------------------------------------------------------------------------- ITEM 1. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The accompanying unaudited balance sheets of Anyox Resources Inc. (a development stage company) at December 31, 1999 and the unaudited statements of operations and unaudited statements of cash flow for the three months ended December 31, 1999 and December 31, 1998 and for the six months ended December 31, 1999 and December 31, 1998 and for the period from July 13, 1998 (Date of Incorporation) to December 31, 1999 and the unaudited statement of stockholders' equity for the period from July 13, 1998 (Date of Incorporation) to December 31, 1999 have been prepared by the Company's management and they do not include all information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended December 31, 1999, are not necessarily indicative of the results that can be expected for the year ending June 30, 2000. 3 ANYOX RESOURCES INC. (A Development Stage Company) BALANCE SHEET December 31, 1999 (Unaudited - Prepared by Management) December 31, June 30, 1999 1999 ---- ---- ASSETS CURRENT ASSETS Bank $ 356 $ 1,283 OTHER ASSETS Mineral lease - Note 3 -- -- -------- -------- $ 356 $ 1,283 ======== ======== LIABILITIES Accounts payable - related party $ 10,333 $ 1,833 Accounts payable and accrued liabilities 441 3,482 -------- -------- 10,774 5,315 -------- -------- STOCKHOLDERS' EQUITY Common stock 200,000,000 shares authorized, at $0.001 par value, 10,028,500 shares issued and outstanding 10,029 10,029 Capital in excess of par value 7,981 6,121 Deficit accumulated during the development stage (28,428) (20,182) -------- -------- Total Stockholders' Equity (10,418) (4,032) -------- -------- $ 356 $ 1,283 ======== ======== The accompanying notes are an integral part of these unaudited financial statements. 4 ANYOX RESOURCES INC. (A Development Stage Company) STATEMENTS OF OPERATIONS For the three months ended December 31, 1999 and December 31, 1998 and for the six months ended December 31, 1999 and December 31, 1998 and for period from July 13, 1998 (Date of Inception) to December 31, 1999 (Unaudited - Prepared by Management) FOR THE THREE FOR THE THREE FOR THE SIX FOR THE SIX FOR THE PERIOD MONTHS MONTHS MONTHS MONTHS FROM JULY 13, 1998 ENDED ENDED ENDED ENDED (DATE OF INCEPTION) DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, TO DECEMBER 31, 1999 1998 1999 1998 1999 ---- ---- ---- ---- ---- SALES $ -- $ -- $ -- $ -- $ --------- --------- --------- ---------- ----------- GENERAL AND ADMINISTRATIVE EXPENSES Accounting 900 1,500 900 1,500 6,075 Assessment -- 1,833 1,907 1,833 3,741 Bank charges 56 12 111 62 231 Filing fees - Edgar 204 -- 204 -- 3,035 Foreign Exchange -- 12 -- 12 238 Geological report -- -- -- 12 500 Legal -- 2,500 -- 2,500 2,500 Management fees 600 -- 1,200 -- 2,200 Office 303 667 320 667 1,332 Rent 1,604 -- 1,904 -- 2,904 Telephone 180 -- 360 -- 660 Transfer agent's fees 47 1,111 1,340 2,981 5,012 ----------- ----------- ----------- ----------- ----------- NET LOSS $ 3,894 $ 7,635 $ 8,246 $ 9,555 $ 28,428 =========== =========== =========== =========== =========== NET LOSS PER COMMON SHARE Basic $ 0.0004 $ 0.0009 $ 0.0008 $ 0.0016 $ 0.003 =========== =========== =========== =========== =========== AVERAGE OUTSTANDING SHARES 10,028,500 8,541,176 10,028,500 6,093,705 8,773,189 =========== =========== =========== =========== =========== The accompanying notes are an integral part of these unaudited financial statements. 5 ANYOX RESOURCES INC. (A Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the period from July 13, 1998 (Date of Inception) to December 31, 1999 (Unaudited - Prepared by Management) CAPITAL IN COMMON STOCK EXCESS OF ACCUMULATED SHARES AMOUNT PAR VALUE DEFICIT ------ ------ --------- ------- BALANCE JULY 13, 1998 (date of inception) $ -- $ -- $ -- $ -- Issuance of common shares for cash at $0.001 - September 18, 1998 10,000,000 10,000 -- -- Issuance of common shares for cash at $0.10 - October 21, 1998 28,500 29 2,821 -- Capital contributions by officers - expenses -- -- 5,160 Net operating loss for the period from July 13, 1998 to December 31, 1999 -- -- -- (28,428) ----------- -------- -------- -------- BALANCE DECEMBER 31, 1999 10,028,500 $ 10,029 $ 7,981 $(28,428) =========== ======== ======== ======== The accompanying notes are an integral part of these unaudited financial statements. 6 ANYOX RESOURCES INC. (A Development Stage Company) STATEMENT OF CASH FLOWS For the three months ended December 31, 1999 and December 31, 1998 and for the six months ended December 31, 1999 and December 31, 1998 and for the period from July 13, 1998 (Date of Inception) to December 31, 1999 (Unaudited - Prepared by Management) FOR THE THREE FOR THE THREE FOR THE SIX FOR THE SIX FOR THE PERIOD MONTHS MONTHS MONTHS MONTHS FROM JULY 13, 1998 ENDED ENDED ENDED ENDED (DATE OF INCEPTION) DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, TO DECEMBER 31, 1999 1998 1999 1998 1999 ---- ---- ---- ---- ---- CASH FLOW FROM OPERATIONS: Net loss $ (3,894) $ (7,635) $ (8,246) $ (9,555) $ (28,428) Adjustment to reconcile net loss to net cash provided by operations: Increase in accounts payable-related party 3,000 -- 8,500 -- 10,333 Increase in account payable (813) (1,747) (3,041) 2,354 441 Capital Contribution 780 -- 1,860 -- 5,160 -------- --------- -------- -------- -------- Cash from operations (927) (9,382) (927) (7,201) (12,494) -------- --------- -------- -------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock -- 2,850 -- 12,850 12,850 ------- --------- ------- -------- ------- Net increase in Cash (927) (6,532) (927) 5,649 356 Cash at beginning of Period 1,283 12,181 1,283 -- -- ------- --------- ------- -------- ------- CASH AT END OF PERIOD $ 356 $ 5,649 $ 356 $ 5,649 $ 356 ======= ========= ======= ======= ======= The accompanying notes are an integral part of these unaudited financial statements. 7 ANYOX RESOURCES INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 1999 (Unaudited - Prepared by Management) 1. ORGANIZATION The Company was incorporated under the laws of the State of Nevada on July 13, 1998 with the authorized common shares of 200,000,000 shares at $0.001 par value. The Company was organized for the purpose of acquiring and developing mineral properties. The Company is in the development stage. Since its inception the Company has completed three Regulation D offerings of 6,028,500 shares of its capital stock. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Methods The Company recognizes income and expenses based on the accrual method of accounting. Dividend Policy The Company has not yet adopted a policy regarding payment of dividends. Income Taxes On December 31, 1999, the Company had a net loss carry forward of $28,428. The tax benefit from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is undeterminable since the Company has no operations. The net operating loss will expire in 2019. Loss per Share Loss per share amounts are computed based on the weighted average number of shares actually outstanding using the treasury stock method in accordance with FABS Statement No. 128. 8 ANYOX RESOURCES INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 1999 (Unaudited - Prepared by Management) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity, at the time of purchase, of less than three months, to be cash equivalents. Foreign Currency Translation Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translation is recognized. Amortization of Capitalized Mining Claim Costs Costs of acquisition, exploration, carrying, and retaining unproven properties are expensed as incurred. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value. Expenditures for mine equipment are capitalized and depreciated over their useful lives. Environmental Requirements At the report date environmental requirements related to the mineral claims acquired (note 3) are unknown and therefore an estimate of any future costs cannot be made. Financial Instruments The carrying amounts of financial instruments, including cash, and accounts payable, are considered by management to be their estimated fair values. These values are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Estimates and Assumptions Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. 9 ANYOX RESOURCES INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 1999 (Unaudited - Prepared by Management) 3. PURCHASE OF MINERAL LEASES The Company acquired mineral leases, for $1.00 from a related party, known as Fame #1 and #2, located near the former town site of Anyox, British Columbia, Canada. The claims have not been proven to have a commercially minable ore reserve and therefore all costs for exploration and retaining the properties have been expensed. The claims may be retained by the Company only upon a yearly payment, or an equal amount of assessment work, of CDN $2,750 which is due starting September 25, 2000. The amounts due for September 25, 1999 have been paid. 4. RELATED PARTY TRANSACTIONS Related parties acquired 40% of the common shares issued for cash. A loan was received by the Company from a related party of $10,333 with no due date or interest. See note 3 regarding purchase of mineral lease from a related party. 5. GOING CONCERN The Company will need additional working capital to be successful in its planned activity and therefore continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate for the coming year. 10 - -------------------------------------------------------------------------------- ITEM 2. PLAN OF OPERATIONS - -------------------------------------------------------------------------------- The Company has done no work to date on the Fame #1 and #2 claims but has paid during the current period funds to the Ministry of Mines of British Columbia in order to maintain the Company's two claims in good standing until September 25, 2000. The Company will be unable to do any work on these mineral claims until the summer of 2000 due to the weather conditions in the Anyox area of British Columbia. In the forthcoming summer it is the intentions of the Company to undertake an exploration program on the mineral claims if sufficient funds are available. Liquidity and Capital Resources The Company will need additional working capital to finance its activities on the Fame #1 and #2 mineral claims. At this time management has not decided as to what method of obtaining financing is best suited to the interests of the Company. The methods of financing available to the Company are advances from the present directors and officers, bank financing using the credit rating of the officers and directors or a placement of the Company's capital stock. Results of Operations There have been no operations during the period by the Company. 11 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. ANYOX RESOURCES INC. (Registrant) January 16, 2000 /s/ "Philip Yee" --------------------------------- --------------------------------- Date Philip Yee - Director January 16, 2000 /s/ "Mary Hethey" --------------------------------- --------------------------------- Date Mary Hethey - Secretary Treasurer 12