FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 2003
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-22723
AMERICAN PETRO-HUNTER INC.
(Formerly Travelport Systems Inc.)
(Exact name of registrant as specified in its charter)
NEVADA 98-0171619
(State of incorporation) (IRS Employer ID No.)
Suite 205 – 16055 Fraser Highway
Surrey, British Columbia, Canada V3S 2W9
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604) 507-2181
Indicate by check mark whether the registrant (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 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 August 15, 2003, the Registrant had 6,050,639 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format (check one); Yes No X
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION AND IS THEREFORE FILING
THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Part I. Financial Information
Item 1. Financial Statements.
Consolidated Balance Sheet
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6Months Ended
June 30, 2003
(Unaudited) |
12 Months Ended December
31, 2002 |
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Assets |
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Current |
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Cash
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$ 58 |
$ 8 |
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Accounts receivable |
176 |
125 |
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234 |
133 |
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Intangible Assets (Net) |
1 |
1 |
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$ 235 |
$ 134 |
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Liabilities |
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Current |
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| Bank Indebtedness | $ -- | $ -- |
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Accounts payable and accrued liabilities |
$ 194,423 |
$ 197,314 |
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194,423 |
197,314 |
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Stockholders' Deficiency |
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Capital stock - Authorized 200,000,000 common, par $.001, Issued 6,050,639 shares (2002 - 5,400,639) |
2,900,424 |
2,874,624 |
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Deficit |
(3,094,612) |
(3,071,804) |
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(194,423) |
(197,170) |
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$ 235 |
$ 134 |
Interim Consolidated Statement of Loss and Deficit
(Unaudited)
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3 Months Ended June 30, |
6 Months Ended June 30, |
Inception January 4, 1996 to June 30, 2003 | |||||||
| 2003 | 2002 | 2003 | 2002 | ||||||
| Product Sales | $ -- | $ -- | $ -- | $ -- | $ 590,081 | ||||
| Cost of Goods Sold | -- | -- | -- | -- | 302,963 | ||||
| Gross Margin | -- | -- | -- | -- | 287,118 | ||||
| Expenses | |||||||||
| Amortization | -- | -- | -- | -- | 109,238 | ||||
| Administration | 6,199 | 6,279 | 10,313 | 21,008 | 1,567,180 | ||||
| Executive Compensation | 4,558 | 10,282 | 11,793 | 19,691 | 380,074 | ||||
| Finders Fees | -- | -- | -- | -- | 48,000 | ||||
| Interest on long term debt | -- | -- | -- | -- | 18,904 | ||||
| Rent | 518 | 434 | 702 | 810 | 121,277 | ||||
| Research & development (recovery) | -- | -- | -- | -- | 566,875 | ||||
| 11,275 | 16,995 | 22,808 | 41,509 | 2,811,548 | |||||
| Loss from operations | (11,275) | (16,995) | (22,808) | (41,509) | (2,524,430) | ||||
| Advances to Travelport Media | -- | -- | -- | -- | (327,451) | ||||
| Recovery of amortization of intangible | -- | -- | -- | -- | 50,400 | ||||
| Write down
investment in AEI Trucolor |
-- | -- | -- | -- | (4,062) | ||||
| Loss from discontinued operations | -- | -- | -- | -- | (14,350) | ||||
| Loss on sale of subsidiary | -- | -- | -- | -- | (273,099) | ||||
| Loss for the period | (11,275) | (16,995) | (22,808) | (41,509) | (3,092,992) | ||||
| Income taxes | -- | -- | -- | -- | (1,620) | ||||
| Net Loss | (11,275) | (16,995) | (22,808) | (41,509) | (3,094,612) | ||||
| Deficit, beginning of period | (3,083,337) | (3,066,654) | (3,071,804) | (3,042,140) | -- | ||||
| Deficit, end of period | $ (3,094,612) | $ (3,083,649) | $ (3,094,612) | $ (3,083,649) | $ (3,094,612) | ||||
Interim Consolidated Statement of Cash Flows
(Unaudited)
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3 Months Ended June 30, |
6 Months Ended June 30, |
Inception January 4, 1996 to June 30, 2003 |
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| 2003 | 2002 | 2003 | 2002 | ||||||
| Cash Provided by (Used for) Operating Activities | |||||||||
| Loss from continuing operations | $ (11,275) | $ (16,995) | $ (22,808) | $ (41,509) | $ (2,729,094) | ||||
| Items not affecting cash | |||||||||
| Amortization | -- | -- | -- | -- | 53,837 | ||||
| Write down investment in AEI Trucolor | -- | -- | -- | -- | 4,062 | ||||
| Recovery of amortization of intangible | -- | -- | -- | -- | (50,400) | ||||
| Compensation stock purchase warrants issued | -- | -- | -- | -- | 80,000 | ||||
| Stock purchase warrants issued for finder's fees | -- | -- | -- | -- | 48,000 | ||||
| Changes in working capital | |||||||||
| Accounts receivable | 474 | 385 | (51) | (76) | (176) | ||||
| Accounts payable | 10,924 | 16,744 | 22,909 | 41,568 | 1,924,125 | ||||
| Discontinued operations | -- | -- | -- | -- | (365,519) | ||||
| 123 | 134 | 50 | (17) | (1,035,165) | |||||
| Financing Activities | |||||||||
| Issuance of common shares for cash | -- | -- | -- | -- | 1,130,955 | ||||
| Shares issued costs | -- | -- | -- | -- | (95,732) | ||||
| -- | -- | -- | -- | 1,035,223 | |||||
| Increase (Decrease) in Cash | 123 | 134 | 50 | (17) | 58 | ||||
| Cash (Bank Indebtedness) | |||||||||
| Beginning of period | (65) | (113) | 8 | 38 | -- | ||||
| End of Period | $ 58 | $ 21 | $ 58 | $ 21 | $ 58 | ||||
Supplemental Disclosure on non-cash financing and investing activities
During the period ended June 30, 2003, the Company issued 430,000 shares (March 31, 2002 - nil) common shares for non-cash consideration of debt owing for services provided to the Company in the amount $25,800 (June 30, 2002 - nil).
The foregoing unaudited financial statements contain all adjustments considered necessary by management to make the financial statements not misleading.
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
For further information, refer to the financial statements and footnotes for the year ended December 31, 2001 included in the Company's form 10 KSB filed on or about April 15, 2003.
(a)
Liquidity
The Company is experiencing illiquidity and has been dependent upon shareholders to provide funds to maintain its activities. The shareholders have provided $1,418,721 to June 30, 2003, and were repaid $53,230 during 1999, $1,009,889 in 2000, and $325,579 in 2001, leaving a balance of $30,023, which is included in accounts payable. There are no specific terms of repayment.
(b) Capital Resources
The Company had a working capital deficiency of $194,189 at June 30, 2003. As noted above, the Company is receiving funding from shareholders.
(c) Results of Operations
For the six-months ended June 30, 2003, the Company incurred a net loss of $22,808.
Administration expenses for the three-month period amounted to $10,313, compared to $21,008 in the same period of 2002.
Item 2. Management's Discussion and Analysis or Plan of Operation
Liquidity
The Company is experiencing illiquidity and has been dependent upon shareholders to provide funds to maintain its activities. The shareholders have provided $1,418,721 to June 30, 2003, and were repaid $53,230 during 1999, $1,009,889 in 2000, and $325,579 in 2001, leaving a balance of $30,023, which is included in accounts payable. There are no specific terms of repayment.
Capital Resources
The Company had a working capital deficiency of $194,189 at June 30, 2003. As noted above, the Company is receiving funding from shareholders.
Results of Operations
For the six-months ended June 30, 2003, the Company incurred a net loss of $22,808.
Administration expenses for the three-month period amounted to $10,313, compared to $21,008 in the same period of 2002.
Item 3. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have concluded, based on an evaluation conducted within 90 days prior to the filing date of this quarterly report on Form 10-QSB, that the Company's disclosure controls and procedures have functioned effectively so as to provide those officers the information necessary whether:
(i) this quarterly report on Form 10-QSB contains any untrue statement of a material fact or omits 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 on Form 10-QSB, and
(ii) the financial statements, and other financial information included in this quarterly report on Form 10-QSB, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report on Form 10-QSB.
There have been no significant changes in the Company's internal controls or in other factors
since the date of the Chief Executive Officer's and Chief Financial Officer's evaluation that could
significantly affect these internal controls, including any corrective actions with regards to significant
deficiencies and material weaknesses.
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 – Changes in Securities
None.
Item 3 - Default Upon Senior Securities
There are no defaults to report.
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
Exhibit 99.1 - CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 99.2 - Certifications pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN PETRO-HUNTER INC.
(Formerly Travelport Systems Inc.)
Dated: September 3, 2003
/s/ Patrick A. McGowan
Patrick A. McGowan, President
/s/ Peter G. Rook-Green
Peter G. Rook-Green, Chief Financial Officer
Exhibit 99.1
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
American Petro-Hunter, Inc. (the "Company") on Form 10-QSB for the period ending June 30,
2003, as filed with the Securities and Exchange Commission on the date
hereof (the "Report'), I, Patrick A. McGowen, President of the Company,
certify, pursuant to 18 U.S.C. 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) 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 result of operations of the Company.
/s/
Patrick A. McGowan
Patrick A. McGowan
Dated: September 3, 2003
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
American Petro-Hunter, Inc. (the "Company") on Form 10-QSB for the period ending
June 30, 2003, as filed with the Securities and Exchange Commission on the date
hereof (the "Report'), I, Peter G. Rook-Green, President of the Company,
certify, pursuant to 18 U.S.C. 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) 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 result of operations of the Company.
/s/
Peter G. Rook-Green
Peter G. Rook-Green
Dated: September 3, 2003
Exhibit 99.2
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Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act
of 1934, as amended, Patrick A. McGowan provides the following certification. I, Patrick A. McGowan, President of American Petro-Hunter, Inc. ("Company"), certify that:
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1. |
I have reviewed this quarterly report on Form 10-QSB of the Company; |
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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; |
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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 Company as of, and for, the periods presented in this quarterly
report; |
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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 have designed such disclosure controls and procedures to
ensure that material information relating to the Company is made known to me
by others, particularly during the period in which this quarterly report is
being prepared; |
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5. |
I
have disclosed, based on my most recent evaluation, to the Company's
auditors and the audit committee of our 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 Company's ability to record, process, summarize and report financial data and have identified for the Company'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 Company'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 my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses. |
| Date: September 3, 2003 |
/s/ Patrick A.
McGowan
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| Patrick A. McGowan, President | |
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Pursuant to the
requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
amended, Peter G. Rook-Green provides the following certification. I, Peter G. Rook-Green, Chief Financial Officer of American Petro-Hunter, Inc. ("Company"), certify that:
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1. |
I have reviewed this quarterly report on Form 10-QSB of the Company; |
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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; |
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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 Company as of, and for, the periods presented in this quarterly
report; |
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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 have designed such disclosure controls and procedures to
ensure that material information relating to the Company is made known to me
by others, particularly during the period in which this quarterly report is
being prepared; |
|
5. |
I
have disclosed, based on my most recent evaluation, to the Company's
auditors and the audit committee of our 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 Company's ability to record, process, summarize and report financial data and have identified for the Company'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 Company'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 my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses. |
| Date: September 3, 2003 |
/s/ Peter G.
Rook-Green
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| Peter G. Rook-Green, CFO | |