UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d)of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2003
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[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
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Commission File Number 001-31669
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TARI INC.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 98-0339560
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
700 West Pender Street, Suite 802
Vancouver, British Columbia, Canada V6C 1G8
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(Address of principal executive offices)
(604) 685-3317
Registrant's telephone number, including area code
None
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(Former name, former address and former fiscal year, 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 Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer 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
stock, as of the latest practicable date: 3,890,000 shares of $0.001 par value
common stock outstanding as of February 24, 2004.
TARI INC.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
June 30, 2003 and March 31, 2003
(Stated in US Dollars)
(Unaudited)
----------
TARI INC.
(A Pre-exploration Stage Company)
INTERIM BALANCE SHEETS
June 30, 2003 and March 31, 2003
(Stated in US Dollars)
(Unaudited)
-----------
(Unaudited) (Audited)
June 30, March 31,
ASSETS 2003 2003
------ ---- ----
Current
Cash $ 27,001 $ 30,773
========== ==========
LIABILITIES
-----------
Current
Accounts payable and accrued liabilities $ 2,467 $ 1,467
Due to related party - Note 4 2,155 2,155
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4,622 3,622
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STOCKHOLDERS' EQUITY
--------------------
Preferred stock, $0.001 par value
10,000,000 shares authorized, none outstanding
Common stock, $0.001 par value
100,000,000 shares authorized
3,890,000 (March 31, 2003: 3,890,000) shares issued 3,890 3,890
Additional paid-in capital 90,610 90,610
Deficit accumulated during the pre-exploration stage ( 72,121) ( 67,349)
----------- ----------
22,379 27,151
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$ 27,001 $ 30,773
=========== ==========
SEE ACCOMPANYING NOTES
TARI INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three months ended June 30,
2003 and 2002 and for the period May 2, 2001
(Date of Incorporation) to June 30, 2003
(Stated in US Dollars)
(Unaudited)
-----------
May 2, 2001
(Date of Incor-
Three months ended June 30, -poration) to
2003 2002 June 30, 2003
---- ---- -------------
Expenses
Audit and accounting fees $ 1,000 $ 1,000 $ 13,344
Bank charges 55 75 473
Consulting fees - - 15,500
Incorporation costs - - 900
Legal fees - - 26,460
Office expenses - - 386
Resource property - Note 3 1,500 1,556 9,756
Transfer agent and filing fees 2,217 205 5,302
--------- ---------- -----------
Net loss for the period $ ( 4,772) $ ( 2,836) $ 72,121
========= ========== ==========
Basic loss per share $ ( 0.00) $ ( 0.00)
========= ==========
Weighted average number of shares outstanding 3,890,000 2,500,000
========= ==========
SEE ACCOMPANYING NOTES
TARI INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the three months ended June 30,
2003 and 2002 and for the period May 2, 2001
(Date of Incorporation) to June 30, 2003
(Stated in US Dollars)
(Unaudited)
-----------
May 2, 2001
(Date of Incor-
Three months ended June 30, poration) to
2003 2002 June 30, 2003
---- ---- -------------
Cash Flows from Operating Activities
Net loss for the period $ ( 4,772) $ ( 2,836) $ ( 72,121)
Change in non-cash working capital items
related to operations:
Accounts payable and accrued liabilities 1,000 1,085 2,467
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( 3,772) ( 1,751) ( 69,654)
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Cash Flows provided by Financing Activities
Bank indebtedness - ( 39) -
Due to related party - 2,825 2,155
Proceeds from shares issued - - 94,500
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- 2,786 96,655
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Increase (decrease) in cash during the period ( 3,772) 1,035 27,001
Cash, beginning of the period 30,773 - -
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Cash, end of the period $ 27,001 $ 1,035 $ 27,001
========== ============ ===========
Supplementary disclosure of cash flow information Cash paid for:
Interest $ - $ - $ -
========== ============ ===========
Income taxes $ - $ - $ -
========== ============ ===========
SEE ACCOMPANYING NOTES
TARI INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF STOCKHOLDERS'
EQUITY (DEFICIENCY) for the period May 2, 2001
(Date of Incorporation) to June 30, 2003
(Stated in US Dollars)
(Unaudited)
----------
Deficit
Accumulated
Additional During the
Common Shares Paid-in Pre-exploration
---------------------------
Number Par Value Capital Stage Total
------ --------- ------- ----- ------
Capital stock issued for cash
- at $0.01 2,500,000 $ 2,500 $ 22,500 $ - $ 25,000
Net loss for the period ended
March 31, 2002 - - - ( 39,696) ( 39,696)
--------- --------- --------- ------------ -----------
Balance, March 31, 2002 2,500,000 2,500 22,500 ( 39,696) ( 14,696)
Capital stock subscribed pursuant
to an offering memorandum for cash
- at $0.05
1,390,000 1,390 68,110 - 69,500
Net loss for the year ended March
31, 2003 - - - ( 27,653) ( 27,653)
--------- --------- --------- ------------ ----------
Balance, March 31, 2003 3,890,000 3,890 90,610 ( 67,349) 27,151
Net loss for the period ended June
30, 2003 - - - ( 4,772) ( 4,772)
--------- ---------- --------- ------------ ----------
Balance, June 30, 2003 3,890,000 $ 3,890 $ 90,610 $ ( 72,121) $ 22,379
========== ========== ========= ============ ==========
SEE ACCOMPANYING NOTES
TARI INC.
(A Pre-exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2003
(Stated in US Dollars)
(Unaudited)
-----------
Note 1 Interim Reporting
-----------------
While information presented in the accompanying interim financial
statements is unaudited, it includes all adjustments which are, in
the opinion of management, necessary to present fairly the
financial position, results of operations and cash flows for the
interim period presented. All adjustments are of a normal
recurring nature. It is suggested that these interim financial
statements be read in conjunction with the Company's March 31,
2003 financial statements.
Note 2 Continuance of Operations
-------------------------
The financial statements have been prepared using generally
accepted accounting principles in the United States of America
applicable for a going concern which assumes that the Company will
realize its assets and discharge its liabilities in the ordinary
course of business. The Company has accumulated losses of $72,121
since its commencement. Its ability to continue as a going concern
is dependent upon the ability of the Company to obtain the
necessary financing to meet its obligations and pay its
liabilities arising from normal business operations when they come
due.
Note 3 Commitments
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Mining Lease
By a lease agreement effective May 15, 2001 and amended April
2002, November 2002 and April 2003 the company was granted the
exclusive right to explore and mine the SP Project located in
Storey County of the State of Nevada. The term of this lease is
for 20 years, renewable for an additional 20 years so long as the
conditions of the lease are met. Minimum payments and performance
commitments are as follows:
Note 3 Commitments - (cont'd)
-----------
Minimum Advance Royalty Payments:
The owner shall be paid a royalty of 4% of the net smelter returns
from all production. In respect to this royalty, the company is
required to pay minimum advance royalty payments of the following:
- $5,000 upon execution (paid)
- $1,250 on or before May 15, 2002 (paid)
- $1,500 on or before November 30, 2002 (paid)
- $1,500 on or before April 15, 2003 (paid)
- $20,750 on or before October 15, 2003
- $20,000 on May 15, 2004
- $25,000 on May 15, 2005
- $50,000 on May 15, 2006 and thereafter
The Company can reduce the net smelter return royalty to 0.5%
by payment of a buy-out price of $5,000,000. Advance royalty
payments made to the date of the buy-out will be applied to
reduce the buy-out price.
Performance Commitment:
In the event that the Company terminates the lease after June
1, of any year it is required to pay all federal and state
mining claim maintenance fees for the next assessment year.
The Company is required to perform reclamation work in the
property as required by federal state and local law for
disturbances resulting from the Company's activities on the
property.
Note 4 Due to Related Party
--------------------
The amount due to related party of $2,155 is due to a former
majority shareholder of the Company. The amount due is
non-interest bearing, unsecured and has no specific terms for
repayment.
Item 2. Management's Discussion and Analysis or Plan of Operation
Forward Looking Statements
This quarterly report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in this Risk Factors section and elsewhere in this quarterly report.
Plan of Operation
Our plan of operation for the twelve months following the date of this report is
to complete the recommended phase one exploration program on the SP project in
which we hold a leasehold interest. We anticipate that this program will cost us
$89,000.
In January 2004, we amended our mineral claims agreement regarding the SP
Project located in Storey County Nevada. We paid the lessor of the property
$2,000 upon execution of the agreement. In order to keep the lease in good
standing, we must pay the lessor $5,000 by July 9, 2004, $10,000 by January 9,
2005, and $50,000 per year thereafter.
In addition, we anticipate spending $10,000 on professional fees and $12,000 on
administrative expenses.
Total expenditures over the next 12 months are therefore expected to be
$126,000. Our cash on hand at June 30, 2003 was $27,001. Accordingly, we will
need to raise additional funds in order to complete the recommended exploration
program on the SP project and meet our other expected expenses. We do not
currently have any arrangements for raising additional funding.
Results of Operations for the first quarter-ended June 30, 2003
We incurred a net loss of $4,772 for the first quarter-ended June 30, 2003, as
compared to a loss of $2,836 in the same period in 2002. The difference in net
loss was primarily due to an increase in the fees related to the transfer agent
and regulatory filings. During the first quarter-ended June 30, 2003, we
incurred transfer agent and filing fees of $2,217 ($205- 2002). At the end of
the first quarter, we had cash on hand of $27,001. Our liabilities at the same
date totalled $4,622 and consisted of accounts payable of $2,467 and $2,155 due
to our president.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's
President, the Chief Executive Officer, and the Chief Financial Officer.
Based upon that evaluation, the Company concluded that the disclosure controls
and procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors, which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
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.
Item 6. Exhibits and Report on Form 8-K
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
There were no reports filed on Form 8-K during the first quarter ended June 30,
2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Tari Inc.
/s/ Theodore Tsagkaris
------------------------------------
Theodore Tsagkaris
President, Secretary, Treasurer
Chief Executive Officer and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
Dated: February 24, 2004
Exhibit 31.1
CERTIFICATION
I, Theodore Tsagkaris, President and Chief Executive Officer of Tari Inc.,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Tari Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of 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-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business
issuer and I have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this quarterly report is being
prepared;
b) designed such internal control over financial reporting, or
caused such disclosure control and procedures to
be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this quarterly report based on such
evaluation; and
d) disclosed in this quarterly report any change in the
small business issuer's internal control over financial
reporting that occurred during the small business issuer's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal
controls over financial reporting, to the small business
issuer's auditors and the audit committee of the small business
issuer's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies and material weaknesses
in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
small business issuer's ability to record, process, summarize
and reporting financial information; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the small business issuer's internal control over financial
reporting.
Date: March 31, 2004
/s/ Theodore Tsagkaris
-------------------------------
Theodore Tsagkaris
President, C.E.O. and Director
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION
I, Theodore Tsagkaris, Secretary, Treasurer and Chief Financial Officer of Tari
Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Tari Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of 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-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business
issuer and I have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the small
business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this quarterly report is being
prepared;
b) designed such internal control over financial reporting,
or caused such disclosure control and procedures to
be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this quarterly report based on such
evaluation; and
d) disclosed in this quarterly report any change in the
small business issuer's internal control over financial
reporting that occurred during the small business issuer's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal
controls over financial reporting, to the small business
issuer's auditors and the audit committee of the small business
issuer's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies and material weaknesses
in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
small business issuer's ability to record, process, summarize
and reporting financial information; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in
the small business issuer's internal control over financial
reporting.
Date: March 31, 2004 /s/ Theodore Tsagkaris
-------------------------------
Theodore Tsagkaris
Secretary, Treasurer & C.F.O.
(Principal Financial Officer and
Principal Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Tari Inc. (the "Company") on Form
10-QSB for the period ended June 30, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), the undersigned, in the
capacities and on the dates indicated below, hereby certifies pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15
(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Date: March 31, 2004
/s/ Theodore Tsagkaris
-------------------------------
Theodore Tsagkaris
President, C.E.O. and Director
(Principal Executive Officer)
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Tari Inc. (the "Company") on Form
10-QSB for the period ended June 30, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), the undersigned, in the
capacities and on the dates indicated below, hereby certifies pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15
(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Date: March 31, 2004
/s/ Theodore Tsagkaris
------------------------------
Theodore Tsagkaris
Secretary, Treasurer & C.F.O.
(Principal Financial Officer and
Principal Accounting Officer)