UNITED STATES
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 quarterly period ended March 31, 2007
--------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to___________
Commission file number 333-138974
-----------
UraniumCore Company
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 13-2643655
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
595 Howe Street, Ste. 600, Vancouver , BC, Canada
-------------------------------------------------
(Address of principal executive offices)
(604) 733-1568
---------------------------
(Issuer's telephone number)
(Former name, 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 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. [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Shares Outstanding at March 31, 2007
----- ------------------------------------
Common Stock ($.01 par value) 98,137,568 Shares
INDEX
PART 1. FINANCIAL INFORMATION PAGE NUMBER
- ----------------------------- -----------
Item 1. Financial Statements
Consolidated Condensed Balance Sheets March 31, 2007 and
December 31, 2006.........................................................3
Consolidated Condensed Statements of Operations for the
Six and Nine Months Ended March 31, 2007 and 2006.........................5
Consolidated Condensed Statements of Cash Flow for the
Six and Nine Months Ended March 31, 2007 and 2006.........................6
Notes to Consolidated Condensed Financial Statements.......................8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................11
Item 3. Controls and Procedures...........................................12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................12
Item 2. Changes In Securities.............................................12
Item 3. Defaults Upon Senior Securities...................................12
Item 4. Submission of Matters to a Vote of Security Holders...............12
Item 5. Other Information.................................................12
Item 6. Exhibits and Reports on Form 8-K..................................13
2
URANIUMCORE COMPANY
(FORMERLY OCG TECHNOLOGY, INC. AND SUBSIDIARIES)
(A Development Stage Company)
BALANCE SHEETS
March 31, June 30,
2007 2006
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 16,045 $ --
Accounts receivable -- --
Inventory -- --
------------ ------------
Total Current Assets 16,045 --
------------ ------------
PROPERTY and EQUIPMENT, net of accumulated 4,720
depreciation of $ 80 -- --
------------ ------------
Total Property Palnt & Equipment 4,720 --
OTHER ASSETS
Mineral properties 585,120 50,000
Other assets -- --
------------ ------------
Total Other Assets 585,120 50,000
------------ ------------
TOTAL ASSETS $ 605,885 $ 50,000
============ ============
3
URANIUMCORE COMPANY
(FORMERLY OCG TECHNOLOGY, INC. AND SUBSIDIARIES)
(A Development Stage Company)
BALANCE SHEETS
(continued)
March 31, June 30,
2007 2006
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 6,000 $ 183,412
Notes payable 5,000 5,000
------------ ------------
Total Current Liabilities 11,000 188,412
------------ ------------
LONG-TERM DEBT
Notes payable-related parties 75,000 45,000
------------ ------------
TOTAL LIABILITIES 86,000 233,412
------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Series C Preferred stock, $0.10 par value;
200,000 shares authorized, issued and
Outstanding, respectively 20,000 20,000
Series E Preferred stock, $0.10 par value;
100,000 shares authorized, 33,333 shares issued
and outstanding, respectively 3,333 3,333
Series F Preferred stock, $0.10 par value, 400,000
shares authorized,145,569 and (2005 - nil) shares
issued and outstanding, respectively 14,757 14,757
Common stock, $0.001 par value; 100,000,000 shares
authorized, 98,137,568 (2005 - 166,337) issued
and outstanding 98,138 166
Additional paid-in capital 28,462,214 27,713,654
Less: treasury stock, at cost (62,500) (62,500)
Accumulated deficit (27,689,410) (27,689,410)
Deficit accumulated during the development stage (326,647) (183,412)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFCIIT) 519,885 (183,412)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 605,885 $ 50,000
============ ============
The accompanying notes are an integral part of these financial statements.
4
URANIUMCORE COMPANY
(FORMERLY OCG TECHNOLOGY, INC. AND SUBSIDIARIES)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
From Inception
of the
Development
Stage On
Nine Jan 01, 2006
3 Months Ended Months Ended Through
March 31, 2007 March 31, 2007 March 31
(Unaudited) (Unaudited) 2007
-------------- -------------- --------------
REVENUE $ -- $ -- $ --
COST OF SALES -- -- --
Gross margin -- -- --
OPERATING EXPENSES
Marketing, general and administrative 40,100 143,155 282,513
Depreciation 80 80 80
Amortization
Total Product Development Costs -- -- --
-------------- -------------- --------------
Net Loss from Operations 40,180 143,235 282,593
NET LOSS $ 40,180 $ 143,235 $ 282,593
============== ============== ==============
Loss per common share, basic and diluted:
Continuing Operations $ -- $ -- $ 0.0038
Discontinued Operations -- -- --
-------------- -------------- --------------
Total $ -- $ -- $ 0.0038
============== ============== ==============
Weighted average number of shares outstanding 85,120,538 82,226,652 73,936,661
============== ============== ==============
The accompanying notes are an integral part of these financial statements.
5
URANIUMCORE COMPANY
(FORMERLY OCG TECHNOLOGY, INC. AND SUBSIDIARIES)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
From Inception
of the
Development
Stage On
Nine Jan 01, 2006
3 Months Ended Months Ended Through
March 31, 2007 March 31, 2007 March 31
(Unaudited) (Unaudited) 2007
-------------- -------------- --------------
Cash Flows From Operating Activities
Net loss $ 40,180 $ 143,235 $ 282,593
Adjustments to reconcile net income
to net cash used by operating activities: -- -- --
Depreciation and amortization (80) (80) (80)
Impairment of software costs -- -- --
Issuance of stock and warrants for service (52,000) (52,000)
Changes in working capital:
Accounts receivable -- -- --
Inventory -- -- --
Interest receivable -- -- --
Other assets -- -- --
Accounts payable and accrued liabilities -- (7,000) (206,478)
------------- ------------- -------------
Net cash used by operating activities 40,100 84,155 24,035
Cash Flows From Investing Activities -- --
Purchase of property and equipment (4,800) (29,800) (89,920)
Proceeds from sale of marketable securities -- -- --
Additions to capitalized software costs -- -- --
------------- ------------- -------------
Net cash used by investing activities (4,800) (29,800) (89,920)
------------- ------------- -------------
Cash Flows From Financing Activities -- -- --
Proceeds from notes payable, stockholders -- -- --
Increase in credit line -- -- --
Net proceeds from notes payable 30,000 30,000 30,000
Proceeds from sale of common stock -- 100,000 100,000
Dividend distribution in spin-off -- -- --
Net cash provided by financing activities 30,000 130,000 130,000
Net change(decrease) in cash (14,900) 16,045 16,045
Cash - Beginning of year 30,945 -- --
------------- ------------- -------------
Cash - End of year $ 16,045 $ 16,045 $ 16,045
============= ============= =============
The accompanying notes are an integral part of these financial statements.
6
URANIUMCORE COMPANY
(FORMERLY OCG TECHNOLOGY, INC. AND SUBSIDIARIES)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (CONTINUED)
From Inception
of the
Development
Stage On
Nine Jan 01, 2006
3 Months Ended Months Ended Through
March 31, 2007 March 31, 2007 March 31
(Unaudited) (Unaudited) 2007
-------------- -------------- --------------
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for interest $ -- $ -- $ --
Cash paid during the year for income taxes $ -- $ -- $ --
Supplemental Noncash Investing and Financing
Information
Repayment of accounts payable and accrued
expenses through issuance of common stock $ 194,532 $ 194,532 $ 194,532
Mineral properties purchased for debt $ -- $ 25,000 $ 85,120
Mineral properties purchased through issue of
common stock $ 500,000 $ 500,000 $ 500,000
The accompanying notes are an integral part of these financial statements.
7
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization. Uraniumcore Company ("the Company")was incorporated under the laws
of the State of Delaware on July 3, 1969. On February 17, 2006 the Company
changed its name from OCG Technology, Inc. The Company has decided to enter the
mineral extraction industry however to date it has no revenues and operations
and is classified as a development stage company.
Use of Estimates. In preparing financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenues and expenses in the statements of operations, and
the disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
Cash and Cash Equivalents. For purposes of the statement of cash flows, the
Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
Revenue Recognition. Revenue is recognized when the earning process is complete
and the risks and rewards of ownership have transferred to the customer, which
is generally considered to have occurred upon shipment of the product. Sales of
inventoried products are recorded on a gross revenue basis and sales of
non-inventoried products are recorded on a net revenue basis.
Accounts receivable. Accounts receivable are stated at the amount management
expects to collect. An allowance for doubtful accounts is recorded based on a
combination of historical experience, aging analysis and information on specific
accounts.
Investment in Available-for-Sale Securities. Investments, consisting of
marketable equity securities, are classified as available-for-sale securities
and are carried at fair value. Unrealized gains and losses are reported as a
separate component of stockholders' equity, net of applicable income taxes. The
Company calculates its gains (losses) on the sale of marketable securities on a
first-in, first-out basis. These unrealized gains and losses are presented as
other comprehensive income (loss) and as a component of stockholders' deficit.
Property and Equipment. Property and Equipment is valued at cost. Additions are
capitalized and maintenance and repairs are charged to expense as incurred.
Gains and losses on dispositions of equipment are reflected in operations.
Depreciation is provided using the straight-line method over the estimated
useful lives of the assets. All Property and equipment was disposed of during
the reorganization completed during fiscal 2006. At March 31, 2007 fixed assets
consisted of the following:
Machinery and
equipment $ 4,800
Less B accumulated
depreciation ( 80 )
-------
$ 4,720
=======
Impairment of Long-Lived Assets. Uraniumcore accounts for the impairment and
disposal of long-lived assets utilizing Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"). SFAS 144 requires that long-lived assets, such as property
and equipment, be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The recoverability of an asset is measured by a comparison of the
carrying amount of an asset to its estimated undiscounted future cash flows
expected to be generated. If the carrying amount of an asset exceeds its
estimated future cash flows, an impairment charge is recognized in the amount by
which the carrying amount of the asset exceeds the fair value of the asset.
8
Income Taxes. The Company applies the asset and liability method of accounting
for income taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using the enacted tax rates in effect for
the year in which those temporary differences are expected to be settled or
recovered.
Per Share Data. Basic loss per share is computed by dividing the net loss by the
weighted average number of shares of common stock outstanding during the year.
Diluted loss per share is the same as basic loss per share because there are no
financial instruments whose effect would have been dilutive.
Recently issued accounting pronouncements. The Company does not expect the
adoption of recently issued accounting pronouncements to have a significant
impact on the results of operations, financial position or cash flow.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the accompanying financial
statements, the Company has suffered recurring losses from operations and has no
revenues. These conditions raise substantial doubt as to the Company's ability
to continue as a going concern. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern. Management's plans in regard to these matters are described
below.
The Company has experienced recurring losses from operations and has relied on
the sale of its common and preferred stock and borrowings to fund its
operations. If necessary, the Company intends to provide additional working
capital through the sale of its equity securities. Although in the past the
Company has been able to provide working capital through the sale of its equity
securities and borrowings, there can be no assurances that it will succeed in
its efforts, which creates a doubt about the ability of the company to continue
as a going concern.
NOTE 3 - NOTES PAYABLE
During the year ended June 30, 2006, the Company extinguished all debts of the
prior year by virtue of a reorganization. Subsequent to the reorganization, the
Company borrowed $80,000 from a shareholder for purposes of acquiring mineral
properties. The loan is repayable over 10 years, and bears interest at 8%
annually. Of the $80,000, $5,000 has been recorded as a current liability.
NOTE 4 - INCOME TAXES
At June 30, 2006, the Company had a net operating loss carry forward of
approximately $15,500,000 available to reduce its future Federal taxable income,
if any, through 2026. The Company recorded a valuation allowance for the entire
net operating loss carry forward due to the uncertainty of realizing any related
tax benefits.
9
NOTE 5 STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock
On July 12, 1984, the stockholders of the Company approved the creation of a
class of 1,000,000 shares of preferred stock, and authorized the Board of
Directors to establish and designate the number of shares and relative rights,
preferences and limitations of such preferred stock.
Series C Preferred Stock
Series C Preferred Stock (i) is convertible into one hundred shares of common
stock for each share of Series C Preferred Stock converted, unless there is an
increase in the number of the Company's authorized shares of common stock; (ii)
provides the holders with one hundred votes per share held and the right to vote
for any purpose that the holders of the Company's common stock may vote; (iii)
provides dividends that are not cumulative and are equal, on a per share basis,
to one hundred times the amount per share distributable to the holders of one
share of the common stock, and (iv) in the event of any voluntary or involuntary
liquidation, entitles the holders to receive out of the assets of the Company an
amount per share equal to one hundred times the amount per share to be
distributed to the holders of one share of the common stock.
Series E Preferred Stock
Series E Preferred Stock (i) is non-convertible with the right to vote on the
same basis as the holders of the Company's common stock, (ii) may be redeemed in
whole or in part at the option of the Company at a price of $30 per share plus
all accrued and unpaid dividends thereon, and (iii) has the right to dividends
which are not cumulative and are limited to a fraction, as defined, of all cash
dividends declared.
Series F Preferred Stock
On March 21, 2005 the Company created Series F Preferred Stock, to consist of a
maximum of 400,000 shares, par value $.10 per share, of which (1) the shares are
convertible into ten thousand (10,000) shares of Common Stock for each share of
Series F Preferred Stock converted, provided that there is an increase in the
number of the Company's authorized shares of Common Stock to enable conversion;
(2) the holders shall have ten thousand (10,000) votes per share held and shall
have the right to vote for any purpose that the holders of the Company's Common
Stock may vote; (3) dividends shall not be cumulative and shall be distributable
out of the aggregate of all cash dividends declared by the Company in any year,
such cash dividends, if any, shall be calculated in an amount per share of
Series F equal to ten thousand (10,000) times of the amount per share of
dividends distributable to the holders of one share of the Common Stock; and (4)
in the event of any voluntary or involuntary liquidation, dissolution or other
winding up of the affairs of the Company, the holders of the Series F Preferred
Stock shall be entitled to receive out of the assets and funds of the Company to
be distributed, an amount per share equal to ten thousand (10,000) times of the
amount per share to be distributed to the holders of one share of the Common
Stock.
In 2006, 2,000 Series F Preferred shares were converted to 21,000,000 Common
Shares.
During fiscal 2006, the Company completed a 300:1 reverse stock split. The
reverse stock split is reflected in the financial statements on a
retroactive basis.
During the quarter ended September 30 2006, 1,500,000 common shares were issues
as consideration for professional services.
Common Stock
During the quarter ended March 31, 2007, 10,208,952 common shares were issued in
payment of accounts payable and accrued expenses totalling $194,532. An
additional 1,200,000 common shares were issued for mineral properties totalling
$500,000.
10
NOTE 6 - COMMITMENTS
On June 09, 2006, the company entered into an option agreement to form a Joint
Venture which would hold the productive interest a group of mineral properties.
Pursuant to this agreement, the Company paid $50,000 upon execution and is
further committed to issuing and paying an aggregate of $2,000,000. Cumulative
milestones are $300,000, $800,000,$1,100,000 & $2,000,000 respectively ending on
the forth anniversary of the agreement. In addition, the Company is required to
issue shares for each of the properties as per the following schedule
Property Share due within 28 days of Total Shares
Obtaining Property Permit To be issued as consideration
Approval (Remaining balance paid equally on each
anniversary)
- -----------------------------------------------------------------------------------------------------
Suckerite Property S 25% 1,600,000
- -----------------------------------------------------------------------------------------------------
PM Property 25% 800,000
- -----------------------------------------------------------------------------------------------------
Coon Creek Property 25% 800,000
- -----------------------------------------------------------------------------------------------------
Oak Creek Property 25% 800,000
- -----------------------------------------------------------------------------------------------------
Total 4,000,000
- -----------------------------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis or Plan of Operation.
General
The following discussion and analysis should be read in conjunction with the
Condensed Financial Statements and Notes thereto appearing elsewhere herein. The
following discussion contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 and the Company intends that such
forward-looking statements be subject to the safe harbors created thereby. These
forward-looking statements include predictions, estimates and other statements
that involve a number of risks and uncertainties. While this outlook represents
the Company's current judgment on the future direction of the business, such
risks and uncertainties could cause actual results to differ materially from any
future performance suggested herein.
The Company has experienced recurring losses from operations and has relied on
the sale of equity interests in the Company to fund its operations. If
necessary, the Company intends to provide additional working capital through the
sale of equity interests in the Company. Although, in the past, the Company has
been able to provide working capital through the sale of equity interests in the
Company, there can be no assurances that the Company will succeed in its
efforts, which creates a doubt about its ability to continue as a going concern.
The Company has disposed of its prior business through a dividend distribution
and intends to commence operations in the Uranium Mining Industry. Our plan is
to explore this property to determine whether the property contains minable
reserves of uranium.
Total expenditures over the next 12 months are therefore not expected to exceed
$500,000. Over the next 24 months we anticipate spending a total of $1,200,000.
We will not be able to proceed with our exploration program, or meet our
administrative expense requirements, without additional financing. We currently
do not have a specific plan of how we will obtain such funding, however, we
anticipate that additional funding will be in the form of equity financing from
the sale of our common stock. We may also seek to obtain short-term loans from
our director, although no such arrangement has been made.
11
At this time, we cannot provide investors with any assurance that we will be
able to raise sufficient funding from the sale of our common stock or through a
loan from our directors to meet our obligations over the next twelve months. We
do not have any arrangements in place for any future equity financing. Due to
these factors, raise substantial doubt that the Company will be able to continue
as a going concern. To the extent management's plans are unsuccessful in
circumventing the going concern uncertainty; the Company will cease all
operations and no longer continue as a going concern.
In addition, we anticipate spending $10,000 on professional fees and $10,000 on
other administrative expenses.
Item 3. Controls and Procedures.
An evaluation was carried out under the supervision and with the participation
of the Company's management, including the President/Chief Financial Officer
("CFO"), of the effectiveness of the Company's disclosure controls and
procedures. Based on that evaluation, the President/CFO have concluded that as
of the end of the period covered by this report, the Company's disclosure
controls and procedures are effective to provide reasonable assurance that
information required to be disclosed by the Company in reports that it files or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and timely reported as provided in the Securities and Exchange
Commission rules and forms. The Company periodically reviews the design and
effectiveness of our internal controls over financial reporting, including
compliance with various laws and regulations that apply to the Company's
operations. The Company makes modifications to improve the design and
effectiveness of its internal control structure, and may take other corrective
action, if the Company's reviews identify deficiencies or weaknesses in its
controls. No changes occurred during the quarter ended December 31, 2005 in the
Company's internal controls over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
Item 1. Legal proceedings.
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.
12
Item 6. Exhibits and Reports on Form 8-K
(a) 31.1 Certification pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange act of 1934, as adopted pursuant to Section
302 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
(b) Reports on Form 8-K
A Report on Form 8-K was filed on November 22, 2006, relating to Item
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Pursuant to the requirements of Sections 13 or 15(d) the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
UraniumCore Company
By: /s/ Robert Lunde
- --------------------
President & Chairman
Date: February 13, 2007
13