U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31, 2001 ------------------ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ___________________ Commission File No. 000-31021 --------- SIBUN RIVER GROUP, INC. -------------------------------------------- (Name of Small Business Issuer in its Charter) Nevada 76-0602958 - ------ ---------- (State or Other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No) Suite 210, 580 Hornby Street Vancouver, British Columbia, Canada V6C 3B6 --------------------------------------------- (Address of Principal Executive Offices) (604) 662-7000 --------------------------- Issuer's Telephone Number N/A --------------------------- (Former Name or Former Address, if changed since last Report) 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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No --- --- --- --- (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Not applicable (APPLICABLE ONLY TO CORPORATE ISSUERS) State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: January 31, 2001 Common - 2,500,000 shares DOCUMENTS INCORPORATED BY REFERENCE A description of any "Documents Incorporated by Reference" is contained in Item 6 of this Report. Transitional Small Business Issuer Format Yes X No --- --- PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The Financial Statements of the Company required to be filed with this 10-QSB Quarterly Report were prepared by management and commence on the following page, together with related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Company. SIBUN RIVER GROUP, INC. (A Development Stage Company) INTERIM FINANCIAL STATEMENTS JANUARY 31, 2001 (Unaudited) SIBUN RIVER GROUP, INC. (A Development Stage Company) INTERIM BALANCE SHEET January 31, April 30, 2001 2000 $ $ (unaudited) (audited) ASSETS Current Assets Cash - - - ------------------------------------------------------------------------------------------ Total Assets - - ========================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued liabilities 1,500 - - ------------------------------------------------------------------------------------------ Total Liabilities 1,500 - - ------------------------------------------------------------------------------------------ Contingency (Note 2) Stockholders' Equity Common Stock: $0.001 par value; authorized 25,000,000 shares; 2,500,000 shares issued and outstanding (April 30, 2000 - 2,500,000) 2,500 2,500 Additional Paid-in Capital 43 43 Deficit Accumulated During the Development Stage (4,043) (2,543) - ------------------------------------------------------------------------------------------ Total Stockholders' Deficiency (1,500) - - ------------------------------------------------------------------------------------------ Total Liabilities and Stockholders' Deficiency - - ========================================================================================== (See accompanying Notes to the Interim Financial Statements) SIBUN RIVER GROUP, INC. (A Development Stage Company) INTERIM STATEMENTS OF OPERATIONS (Unaudited) Accumulated From For the For the April 5, 1999 Three Months Ended Nine Months Ended (Date of Inception) to January 31, January 31, January 31 2001 2001 2000 2001 2000 $ $ $ $ $ Revenue - - - - - - --------------------------------------------------------------------------------------------------- General and administrative expenses 4,043 - 1,167 1,500 1,833 - --------------------------------------------------------------------------------------------------- Net loss (4,043) - (1,167) (1,500) (1,833) =================================================================================================== Net Loss Per Share (Basic and diluted) 0.00 0.00 0.00 0.00 =================================================================================================== Weighted Average Number of Shares Outstanding 2,500,000 2,500,000 2,500,000 2,500,000 =================================================================================================== (See accompanying Notes to the Interim Financial Statements) SIBUN RIVER GROUP, INC. (A Development Stage Company) INTERIM STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months Ended January 31, 2001 2000 $ $ Cash Flows From Operating Activities Net loss (1,500) (1,833) Items not requiring outlay of cash: Organization costs paid by a director - - Amortization of license - 1,833 License written-off - 500 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 1,500 - - -------------------------------------------------------------- Net Cash Used by Operating Activities - - - -------------------------------------------------------------- Increase (Decrease) In Cash - - Cash at Beginning of Period - - - -------------------------------------------------------------- Cash at End of Period - - ============================================================== Supplemental Disclosures Interest paid - - Income tax paid - - (See accompanying Notes to the Interim Financial Statements) SIBUN RIVER GROUP, INC. A Development Stage Company) NOTES TO THE INTERIM FINANCIAL STATEMENTS January 31, 2001 (Unaudited) NOTE 1 BASIS OF PRESENTATION These unaudited interim financial statements have been prepared in accordance with the instructions to SEC Form 10-QSB. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such instructions. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's 10SB Registration Statement. In the opinion of the Company's management, all adjustments considered necessary for a fair presentation of these unaudited interim financial statements have been included and all such adjustments are of a normal recurring nature. Operating results for the nine month period ended January 31, 2001 are not necessarily indicative of the results that can be expected for the year ended April 30, 2000. NOTE 2 GOING CONCERN The Company's business plan is as a 'blank check' company. Under the Securities Act of 1933, a blank check company is defined as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies and is issuing 'penny stock' securities. These financial statements have been prepared on the basis that the Company will continue as a going concern. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and find an appropriate merger candidate. There is no assurance that the Company will be able to raise any equity financing or find an appropriate merger candidate. There is substantial doubt regarding the Company's ability to continue as a going concern. The financial statements do not include any adjustments that could result from management's inability to obtain a suitable business and financing. Item 2. Management's Discussion and Analysis or Plan of Operation. Plan of Operation - ------------------- The Company has not engaged in any material operations or had any revenues from operations since its inception on April 5, 1999. The Company's plan of operation for the next 12 months is to continue to seek the acquisition of assets, properties or businesses that may benefit the Company and its stockholders. Management anticipates that to achieve any such acquisition, the Company will issue shares of its common stock as the sole consideration for any such acquisition. During the next 12 months, the Company's only foreseeable cash requirements will relate to maintaining the Company in good standing or the payment of expenses associated with reviewing or investigating any potential business ventures. Such funds may be advanced by management or stockholders as loans to the Company. Because the Company has not identified any such ventures as of the date of this Report, it is impossible to predict the amount of any such loans or advances. However, any such loans or advances should not exceed $25,000 and will be on terms no less favourable to the Company than would be available from a commercial lender in an arm's length transaction. As of the date of this Report, the Company is not involved in any negotiations respecting any such ventures. Results of Operations - ----------------------- Other than maintaining its good corporate standing in the State of Nevada, seeking the acquisition of assets, properties or businesses that may benefit the Company and its stockholders, the Company has had no material business operations since its inception in April 5, 1999, or during the three and nine months ended January 31, 2001. During the quarterly periods ended January 31, 2001, and 2000, the Company had no business operations. Liquidity - --------- The Company had no cash on hand at January 31, 2001. Management does not believe that this will be sufficient to meet its anticipated expenses during the next 12 months. The Company will have to raise additional funds through sales of its securities or through loans from stockholders or management. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None; not applicable. Item 2. Changes in Securities. None; not applicable. Item 3. Defaults Upon Senior Securities. None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. None; not applicable. Item 5. Other Information. None; not applicable. Item 6. Exhibits and Reports on Form 8-K. None. DOCUMENTS INCORPORATED BY REFERENCE None. 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. SIBUN RIVER GROUP, INC. Date: February 16, 2001 By: /s/ Richard Achron ------------------- ------------------------- Richard Achron, President Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated: Date: February 16, 2001 By: /s/ Richard Achron ------------------- ------------------------- Richard Achron, President Date: February 16, 2001 By: /s/ Frank Roberts ------------------- ------------------------- Frank Roberts, Director, Treasurer and Secretary