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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 June 30, 2006
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from__________to__________.
Commission File Number 0-18565
SEMPER RESOURCES CORPORATION
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(Exact name of small business issuer as specified in its charter)
Oklahoma 93-0947570
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5447 NW 42nd Ave., Boca Raton, FL 33496
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(Address of principal executive offices)
(561) 995-4625
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(Issuer's telephone number)
(Former name, former address and formal fiscal year,
if changed since last report)
Check whether the issuer (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
twelve (12) months (or such shorter period that the Registrant was required to
file such reports) and (2) has been subject to such filing requirements for the
past ninety (90) days. Yes X No
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As of August 15, 2006, 24,793,106 shares of Common Stock of the issuerwere
outstanding.
SEMPER RESOURCES CORPORATION
FORM 10-QSB
INDEX
Page
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PART I - FINANCIAL INFORMATION
ITEM 1 . Financial Statements (unaudited)
Consolidated Balance Sheets as of June 30, 2006 and
December 31, 2005 ................................................ 3
Consolidated Statements of Operations for the three and six
ended June 30, 2006 .............................................. 4
Consolidated Statements of Cash Flows for the six months ended
June 30, 2006 and 2005 ........................................... 5
Notes to Consolidated Financial Statements ....................... 6
ITEM 2. Management's Discussion and Analysis or Plan of Operations ....... 7
PART II- OTHER INFORMATION ................................................ 8
Signatures ....................................................... 9
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEMPER RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
June 30, 2006 and December 31, 2005
(unaudited)
ASSETS
------
2006 2005
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Assets $ - $ -
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities:
Convertible note payable to majority shareholder $ 335,544 $ 335,544
Accrued interest 95,071 78,293
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Total Liabilities 430,615 413,837
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Commitments - -
STOCKHOLDERS' DEFICIT:
Series A 12% convertible preferred stock,
$.001 par value, 15,000 shares authorized,
none issued and outstanding - -
Common stock, $.001 par value, 100,000,000
shares authorized, 24,793,106 issued and
outstanding 24,793 24,793
Additional paid-in capital 10,724,982 10,724,982
Accumulated deficit (11,180,390) (11,163,612)
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Total Stockholders' Deficit (430,615) (413,837)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ -
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3
SEMPER RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Three and Six Months Ended June 30, 2006 and 2005
(unaudited)
Three Months Six Months
2006 2005 2006 2005
------------ ------------ ------------ ------------
Other Income (expense):
Interest (expense) $ 8,389 $ 8,389 $ 16,778 $ 16,778
Debt forgiveness - 12,840 - 30,030
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Net income (loss) $ (8,389) $ (21,229) $ (16,778) $ (46,808)
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Basic & diluted
net income per share: $ 0.00 $ 0.00 $ 0.00 $ 0.00
Basic & diluted weighted
average shares outstanding: 24,793,106 24,793,106 24,793,106 24,793,106
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SEMPER RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
Six Months Ended June 30, 2006 and 2005
(unaudited)
2006 2005
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Cash Flows from operating activities:
Net income (loss) $(16,778) $ 2,412
Adjustments to reconcile net loss to net
cash used in operating activities:
Accrued interest expense 16,778 16,778
Debt forgiveness - (19,190)
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Net cash used in Operating activities - -
-------- --------
Net change in cash - -
Cash & cash equivalents, at beginning of period - -
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Cash & cash equivalents, at end of period $ - $ -
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Supplemental disclosures:
Interest paid $ - $ -
Taxes paid - -
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SEMPER RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of Semper
Resources Corporation have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission, and should be read in conjunction with
the audited financial statements and notes thereto contained in Semper's Annual
Report filed with the SEC on Form 10-KSB. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for the
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for year
ended December 31, 2005 as reported in the Form 10-KSB have been omitted.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MATERIAL CHANGES IN RESULTS OF OPERATIONS
The Company's initial business plan was to operate as an active timberland
manager, while seeking competitively higher returns on investment as a producer
of hardwoods. Due to a lack of capital to effectuate its business plans, the
Company discontinued its active business operations in December 2001.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2006
There were no revenues for either the three months ended June 30, 2006 or
June 30, 2005. The sole business activity of the Company was its search for a
business to acquire.
Six Months Ended June 30, 2006
There were no revenues for either the six months ended June 30, 2006 or
June 30, 2005. The sole business activity of the Company was its search for a
business to acquire.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2006, the Company had no current or long-term assets and no working
capital.
CHANGES IN FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
For the past twelve months, the Company has funded its ongoing corporate
operations through funds and services provided by its officers. As of June 30,
2006 and June 30, 2005, the Company had a cash balance of $0.
The Company has experienced significant operating losses throughout its
history, and as a result discontinued normal business operations in 2001. The
Company's ability to survive is dependent on its ability to identify and acquire
new business operations, and to raise capital through the issuance of stock or
borrowing of additional funds.
ITEM 3. CONTROLS AND PROCEDURES
Based on their evaluation, as of a date within ninety days of the filing of
this Report on form 10-QSB, our Chief Executive Officer who is also our Chief
Accounting Officer has concluded that our disclosure controls and procedures (as
defined in Rules (13a-14 and 15d-14 under the Securities Exchange Act of 1934)
are effective. There have been no significant changes in internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Number Title of Document
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(1) Incorporated herein by reference from Registrant's Form 10KSB,
dated June 20, 1997.
(2) Incorporated herein by reference from Registrant's Form 10KSB,
dated March 29, 2001
(3) Incorporated herein by reference from Registrant's Form 10QSB,
dated May 15, 2001.
(4) Incorporated herein by reference from Registrant's Form 10QSB,
dated May 15, 2002.
(5) Incorporated herein by reference from Registrant's Form 10QSB,
dated August 19, 2002.
(6) Incorporated herein by reference from Registrant's Form 10QSB,
dated November 19, 2004.
(b) Reports on Form 8-K filed.
None
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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, thereto
duly authorized.
SEMPER RESOURCES CORPORATION
/s/ Mark G. Hollo
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Mark G. Hollo
Chairman and Chief Executive Officer
Date: June 30, 2006
/s/ William J. Reilly
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William J. Reilly
Chief Financial Officer and Director
Date: June 30, 2006
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