SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 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: March 31, 2004
Commission file number 0-30489
YAAK RIVER RESOURCES, INC.
------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1097796
-------- ----------
(State or other jurisdiction of (I.R.S. Employer incorporation
or organization) Identification No.)
423 Baybridge Drive, Sugarland, TX 77478
---------------------------------------------------
Address of principal executive offices)
(281) 242-7656
--------------
(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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 [_]
As of March 31, 2004, 67,308,857 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes [_] No [X]
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
For financial information, please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.
The financial statements have been prepared by Yaak River Resources, Inc.
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted as allowed by such rules
and regulations, and management believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
include all of the adjustments which, in the opinion of management, are
necessary to a fair presentation of financial position and results of
operations. All such adjustments are of a normal and recurring nature. These
financial statements should be read in conjunction with the audited financial
statements at December 31, 2002, included in the Company's Form 10-KSB.
Yaak River Resources, Inc.
Financial Statements
For the Period Ended March 31, 2004
(Unaudited)
Michael Johnson & Co., LLC.
9175 Kenyon Ave., #100
Denver, CO 80237
Phone: 303-796-0099
Fax: 303-796-0137
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors
Yaak River Resources, Inc.
Casper, Wyoming
We have reviewed the accompanying balance sheet of Yaak River Resources, Inc. as
of March 31, 2004 and the related statements of operations and cash flows for
the three months periods ended March 31, 2004 and 2003, included in the
accompanying Securities and Exchange Commission Form 10-QSB for the period ended
March 31, 2004. These financial statements are the responsibility of the
Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with U.S. generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with U.S. generally accepted accounting principles.
We have previously audited, in accordance with U.S. generally accepted auditing
standards, the balance sheet as of December 31, 2003, and the related statements
of operations, stockholders' equity and cash flows for the year then ended (not
presented herein). In our report dated March 24, 2004, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of March 31, 2004 is
fairly stated in all material respects in relation to the balance sheet from
which it has been derived.
/s/ Michael Johnson & Co., LLC.
Michael Johnson & Co., LLC.
Denver, Colorado
May 3, 2004
F-1
YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
March 31, December 31,
2004 2003
---------------- -------------
ASSETS:
Current Assets:
Cash $ 504 $ 2,219
---------------- -------------
Total Current Assets 504 2,219
---------------- -------------
Other Assets:
Investment properties 35,743 35,743
---------------- -------------
Total Other Assets 35,743 35,743
---------------- -------------
TOTAL ASSETS $ 36,247 $ 37,962
================ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 4,667 $ 9,971
Advances from shareholders' 9,500 4,500
---------------- -------------
Total Current Liabilities 14,167 14,471
---------------- -------------
Stockholders' Equity:
Preferred stock, $.0001 par value, 50,000,000
share authorized, issued and outstanding - none - -
Series A - Common stock, $.0001 par value; 250,000,000
shares authorized; issued and outstanding - 67,308,857 shares 6,730 6,730
outstanding, respectively
Series B - Common stock, $.0001 par value; 250,000,000
shares authorized; issued and outstanding - none - -
Capital paid-in excess of par value 378,099 378,099
Deficit accunulated during the development stage (362,749) (361,338)
---------------- -------------
Total Stockholders' Equity 22,080 23,491
---------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 36,247 $ 37,962
================ =============
See accountant's review report.
F-2
YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
June 18, 1988
(Inception)
Three Months Ended to
March 31, March 31,
2003 2003 2004
--------------- ----------------- ---------------
REVENUES: $ - $ - $ -
OPERATING EXPENSES:
Amortization - - 1,500
Bank charges 18 - 667
Legal and accounting - - 113,765
Director fees - - 800
Office expenses - - 8,990
Stock fees and other costs 1,393 - 14,696
Administration and consulting - - 128,389
Mining assessments and fees - - 75,479
Bad debt - - 6,250
Rent/telephone - - 12,213
--------------- ----------------- ---------------
Total Operating Expenses 1,411 - 362,749
--------------- ----------------- ---------------
Net Loss from Operations (1,411) - (362,749)
--------------- ----------------- ---------------
Other Income and expenses:
Interest income - - -
Interest expense - - -
Other - - -
--------------- ----------------- ---------------
- - -
--------------- ----------------- ---------------
Net Loss $ (1,411) $ - $(362,749)
=============== ================= ===============
Weighted average number of
shares outstanding 66,308,857 66,308,857
=============== =================
Basic and diluted net loss per share * *
=============== =================
* Less than $.01
See accountant's review report.
F-3
YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
Deficit
Accumulated
Capital Paid During the
Common Stock In Excess of Development
Shares Amount Par Value Stage Totals
----------- -------- ----------- ----------- ----------
Balance - December 31, 2003 67,308,857 $ 6,730 $ 378,099 $(361,338) $ 23,491
Net loss for period - - - (1,411) (1,411)
----------- -------- ----------- ----------- ----------
Balance - March 31, 2004 67,308,857 6,730 378,099 (362,749) 22,080
----------- -------- ----------- ----------- ----------
See accountant's review report.
F-4
YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
June 10, 1988
(Inception)
Three Months Ended to
March 31, March 31,
2004 2003 2004
------------ ------------ -------------
Cash Flows From Operating Activities:
Net (Loss) $(1,411) $ - $(362,749)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization and depreciation - - 1,500
Organization costs - - (1,500)
Stock issued for services - - 8,800
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses (5,304) - 4,667
------------ ------------ -------------
Total adjustments (5,304) - 13,467
------------ ------------ -------------
Net Cash Used in Operating Activities (6,715) - (349,282)
------------ ------------ -------------
Cash Flow From Investing Activities:
Exchange of properties - net - - 147,167
Investment purchase - - (305,410)
------------ ------------ -------------
Net Cash Provided By Investing Activities - - (158,243)
------------ ------------ -------------
Cash Flow From Financing Activities:
Proceeds from long-term debt - - 189,500
Proceeds from advances 5,000 - 9,500
Payment of long-term debt - - (45,000)
Issuance of Common Stock - - 354,029
------------ ------------ -------------
Net Cash Provided By Financing Activities 5,000 - 508,029
------------ ------------ -------------
Increase (Decrease) in Cash (1,715) - 504
Cash and Cash Equivalents - Beginning of period 2,219 754 -
------------ ------------ -------------
Cash and Cash Equivalents - End of period $ 504 $ 754 $ 504
============ ============ =============
Supplemental Cash Flow Information:
Interest paid $ - $ - $ -
============ ============ =============
Taxes paid $ - $ - $ -
============ ============ =============
Noncash Investing and financing activities:
In 1999, the Company exchanged properties with a book
value of $182,910 to a related party in lieu of payment of
============ ============ =============
liabilities of $147,167 and land with book value of $35,743. $ - $ - $ 182,910
============ ============ =============
See accountant's review report.
F-5
YAAK RIVER RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
1. Presentation of Interim Information
In the opinion of the management of Yaak River Resources, Inc., the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial position as of March
31, 2004, and the results of operations and cash flows for the three months
ended March 31, 2004 and 2003. Interim results are not necessarily
indicative of results for a full year.
The financial statements and notes are presented as permitted by Form
10-QSB, and do not contain certain information included in the Company's
audited financial statements and notes for the fiscal year ended December
31, 2003.
F-6
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company incurred expenses totaling $1,411 for the three months ending March
31, 2004 compared to $0 for the same period in 2003. The increase resulted from
transfer agent fees paid. The Company generated no revenues in this period as
well as for the same period in 2003. The net loss for the three months ending
March 31, 2004 was $(1,411) as compared to no net loss for the same period 2003.
Liquidity and Capital Resources
The Company had a net working capital (deficit) at March 31, 2004 of $(13,663)
as compared to a working capital of $12,252 at March 31, 2003. There were no
cash flows provided from operations during the three months ended March 31,
2004.
Cash and cash equivalents at March 31, 2004 were $504, a decrease of $2219 from
March 31, 2003. During the three-month period ended, March 31, 2004, the Company
used $1,411 net cash in operating activities as compared to none for the same
period 2003. This increase of cash used in operations of $6,715 was as a result
of the payment of transfer agent expenses.
We had, at March 31, 2004, working capital of $504. We anticipate that there
will be no cash generated from operations in the current year necessary to fund
our current and anticipated cash requirements. We plan to obtain additional
financing from equity and debt placements. We have been able to raise capital in
a series of equity and debt offerings in the past. While there can be no
assurances that we will be able to obtain such additional financing, on terms
acceptable to us and at the times required, or at all, we believe that
sufficient capital can be raised in the foreseeable future.
Item 3. Controls and Procedures
The management of the Company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date.
There were no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of the most
recent evaluation of such, including any corrective actions with regard to
significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
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.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: 31 and 32
b. Reports on Form 8-K: None
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.
Yaak River Resources, Inc.
(Registrant)
Dated: May 12, 2004 By: Blaize N. Kaduru
------------------------------
Blaize N. Kaduru
President, Secretary/Treasurer, and
Director
EXHIBIT 31
CERTIFICATION PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT
EXHIBIT 31
CERTIFICATION PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT
I, Blaize N. Kaduru, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Yaak River Resources,
Inc.;
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. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, 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) 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 quarter-
ly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
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. The registrant's other certifying officers and I have indicated in this
quarterly report whether 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.
Date: May 12, 2004
/s/ Blaize N. Kaduru
- -----------------------
Blaize N. Kaduru,
President, Treasurer, & Director
EXHIBIT 32
CERTIFICATION OF DISCLOSURE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32
CERTIFICATION OF DISCLOSURE 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 Yaak River Rsources, Inc. (the
"Company") on Form 10-QSB for the period ending March 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"). I, Blaize
N. Kaduru, Chief Financial Officer of the Company, certify, pursuant to 18 USC
section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge and belief:
(1) I am the certifying Officer and I have reviewed the report being filed;
(2) Based on my knowledge, the 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 the report;
(3) Based on my knowledge, the financial statements, and other financial
information included in the report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
issuer, as of, and for, the periods presented in the report.
(4) I and the other certifying officers are responsible for establishing and
maintaining disclosure controls and procedures (as such term is defined in
paragraph (c) of this section) for the issuer and have:
i. Designed such disclosure controls and procedures to ensure
that material information relating to the issuer, including
its consolidated subsidiaries, is made know to them by
others within those entities, particularly during the period
in which the periodic reports are being prepared;
ii. Evaluated the effectiveness of the issuer's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of the report ("Evaluation Date"); and
iii. Presented in the report their conclusions about the
effectiveness of the disclosure controls and procedures
based on their evaluation as of the Evaluation Date;
(5) I and the other certifying officers have disclosed, based on their most
recent evaluation, to the issuer's auditors and the audit committee of the
Board of Directors (or persons fulfilling the equivalent function);
i. All significant deficiencies in the design or operation of
internal controls which could adversely affect the issuer's
ability to record, process, summarize and report financial
data and have identified for the issuer's auditors any
material weaknesses in internal controls; and ii. Any fraud,
whether or not material, that involves management or other
employees who have a significant role in the issuer's
internal controls; and
(6) I and the other certifying officers have indicated in the 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
their most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Dated: May 12, 2004 Officer: President, Treasurer
Name:
/s/ Blaize N. Kaduru
-----------------------------
Position: President, Treasurer