SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
From the transition period from ____________ to ___________.
Commission File Number 0-18565
SEMPER RESOURCES CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada 93-0947570
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Ten Cutter Mill Road, Great Neck, N.Y. 11021
(Address of principal executive offices)
(561) 364-4364
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (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 |_|
Class Shares Outstanding Date
Common, $.001 par value 24,793,106 April 30, 2006
SEMPER RESOURCES CORPORATION
INDEX
Page
Number
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements
Condensed Balance Sheets - March 31, 2005 (unaudited) and
December 31, 2004 (audited).................................................. 3
Condensed Statements of Operations - (unaudited) - For the three months
ended March 31, 2005 and 2004................................................ 4
Condensed Statements of Cash Flows - (unaudited) - For the three months ended
March 31, 2005 and 2004...................................................... 5
Notes to unaudited Condensed Financial Statements............................ 6
Item 2.Management's Discussion and Analysis of Financial Condition and Results
of Operations................................................................ 7
Item 3. Controls and Procedures...................................................... 7
PART II - OTHER INFORMATION.................................................................... 7
Item 1. Legal Proceedings............................................................ 7
Item 2. Changes in Securities........................................................ 7
Item 3. Defaults Upon Senior Securities.............................................. 7
Item 4. Submission of Matter to a Vote of Security Holders........................... 7
Item 5. Other Information............................................................ 7
Item 6. Exhibits .................................................................... 7
SIGNATURES..................................................................................... 8
Certifications................................................................................. 9-10
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEMPER RESOURCES CORPORATION
(A Development Stage Company)
Balance Sheets
Assets
March 31, 2005 December 31,
(unaudited) 2004
(audited)
---------------- -------------
Current Assets
Cash $ 0 0
---------------- -------------
0
Total Current Assets 0
---------------- -------------
0
Total Assets $ 0
================ =============
Liabilities & Stockholders' Deficit
Current Liabilities 12,840 23,030
Accounts Payable
Accrued Expenses 6,000
Advances from Related Party 6,000
---------------- --------------
Total Current Liabilities 12,840 38,030
---------------- --------------
Stockholders' Deficit
Series A 12% Convertible preferred stock; $.001 par value, 15,000 24,793 24,793
shares authorized; non-issued and outstanding
Common stock authorized 100,000,000
$0.001 par value; 24,793,106 outstanding at 3-31-05 and at
12-31-04
Additional paid-in Capital 10,725,933 10,718,982
Deficit accumulated during development stage (10,767,566) (10,782,756)
Total Stockholders' Deficit (12,840) (38,030)
Total Liabilities & Stockholders' Deficit $ 0 $ 0
---------------- --------------
3
SEMPER RESOURCES CORPORATION
Statements of Operations
(unaudited)
For the Three Months Ended
March 31,
-------------- -------------
2005 2004
-------------- -------------
Income Debt Forgiveness $ 19,190 $ 0
-------------- -------------
EXPENSES
Administrative Expenses 0 0
-------------- -------------
Total Expenses 0 0
-------------- -------------
NET INCOME $ (19,190) $ 0
============== =============
(LOSS) PER SHARE $ (0) $ 0
============== =============
WEIGHTED AVERAGE SHARES OUTSTANDING 24,793,106 24,793,106
============== =============
4
SEMPER RESOURCES CORPORATION
Statements of Cash Flows
(unaudited)
For the Three Months Ended
March 31,
2005 2004
CASH FLOWS FROM FINANCING ACTIVITIES
Net Income (Loss) $ (2,500) $ (2,500)
------------- ---------
Adjustments to reconcile net loss to cash
used in operating activities:
Non cash expense - Debt Forgiveness - -
2,500 2,500
------------- ----------
Net Cash Used By Operating Activities 0 0
------------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 0 0
------------- ----------
Net cash provided from financing activities 0 0
------------- ----------
Net increase (Decrease) in cash 0 0
------------- ----------
Cash at beginning of year 0 0
------------ ----------
Cash at end of year $ 0 $ 0
Supplemental disclosure $ - $ -
$ 0 $ 0
Interest paid
$ 0 $ 0
Taxes paid
5
SEMPER RESOURCES CORPORATION
Notes to the Unaudited Condensed Financial Statements
March 31, 2005
1. General
The interim financial statements are prepared pursuant to the requirements
for reporting on Form 10-QSB. The December 31, 2004 balance sheet data was
derived from audited financial statements but does not include all disclosures
required by generally accepted accounting principles. The interim financial
statements and notes thereto should be read in conjunction with the financial
statements and notes included in the Company's Form 10-KSB for the year ended
December 31, 2004. In the opinion of management, the interim financial
statements reflect all adjustments of a normal recurring nature necessary for a
fair statement of the results for the interim periods presented.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Material Changes in Result of Operations
During the three months ended March 31, 2005 and 2004, the Company had no
operations other than the search for a business to acquire or with which to
combine.
The Company reported income of $248,272 for the three month periods ended
March 31, 2004 and income of $19,190 for the three month period ended March 31,
2005, all from debt forgiveness. In addition, certain advances from related
parties were credited to additional paid in capital. The Company incurred no
expenses during either the three months ended March 31, 2005 or 2004.
Material Changes in Financial Condition, Liquidity and Capital Resources
At March 31, 2005 the Company had no current assets and current liabilities
of $12,840 as compared to no current assets and current liabilities of $38,030.
at December 31, 2004.
Although the Company has no liquidity, it believes that it will be able to
find a suitable Company with which to merge.
ITEM 3. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures under the supervision of and with the participation of our Chief
Executive Officer ("CEO") who is also and our Chief Financial Officer ("CFO").
Based on this evaluation, our management, including our CFO / CEO, concluded
that our disclosure controls and procedures were effective, and that there have
been no significant changes in our internal controls or in other factors that
could significantly affect internal controls subsequent to the evaluation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEDINGS
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
None
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SEMPER RESOURCES CORPORATION
Date: June 20, 2006 By: /s/ Mark G. Hollo
Mark G. Hollo
Principal Executive Officer and
Principal Financial Officer
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CERTIFICATIONS
I, Mark G. Hollo, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Semper Resources
Corporation
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, is made known to me by others
within those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: June 20, 2006
By: /s/ Mark G. Hollo
Mark G. Hollo
Chief Executive Officer and Chief Financial Officer
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CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF TEHE
SARBANES-OXLEY ACT OF 2002
- --------------------------------------------------------------------------------
I, Mark G. Hollo, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Semper Resources Corporation on Form 10-Q for the quarterly period
ended March 31, 2005 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-QSB fairly presents in all material respects the financial
condition and results of operations of Semper Resources Corporation.
By: /s/ Mark G. Hollo
- ----------------------------
Name: Mark G. Hollo
Title: Chief Executive Officer
& Chief Financial Officer
June 20, 2006
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