X...Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2002.
....Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _________ to _________.
Commission File No: 0-29803
SAFE ID CORPORATION
(Name of small business in its charter)
| Nevada | 0-29803 | 88-0407078 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
|
Suite B3, 1700 Varsity Estates Drive NW Calgary, Alberta, CANADA |
T3B-2W9 |
| (Address of Principal Office) | Zip Code |
Issuer's telephone number: (403) 247-4630
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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. Yes ..X.. No ....
Applicable only to issuers involved in bankruptcy proceedings during the past five years.
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ..... No .....
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. At June 30, 2002, the following shares of common were outstanding: Common Stock, no par value, 22,584,000 shares.
Transitional Small Business Disclosure Format (Check one): Yes ..... No ..X..
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant for the six months ended June 30, 2002, follow. The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented.
INDEX TO FINANCIAL STATEMENTS:
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity (Deficiency)
Statements of Cash Flows
Notes to Financial Statements
SAFE ID CORPORATION
(A Development Stage Company)
Balance Sheets
(Unaudited)
(U.S. Dollars)
| June 30, | December 31, | |
| 2002 | 2001 | |
| Assets | ||
| Current | ||
| Cash | $10,101 | $7,966 |
| Note receivable | 22,606 | 20,881 |
| Total Assets | $32,707 | $28,847 |
| Liabilities | ||
| Current | ||
| Accounts payable | $5,693 | $39,954 |
| Due to Stockholders | 103,534 | 65,489 |
| Total Liabilities | 109,227 | 105,443 |
| Stockholders' Deficiency | ||
| Common Stock, 50,000,000 shares authorized, par value of $0.001, 22,584,000 (2001 - 22,584,000) shares issued and outstanding | 22,584 | 22,584 |
| Additional Paid-In Capital | 33,416 | 33,416 |
| Deficit Accumulated During the Development Stage | (132,020) | (131,855) |
| Accumulated Other Comprehensive Loss | (500) | (741) |
| Total Stockholders' Deficiency | (76,520) | (76,596) |
| Total Liabilities and Stockholders' Equity | $32,707 | $28,847 |
See notes to financial statements.
SAFE ID CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
(U.S. Dollars)
| June 27, 1996 | |||||
| (Inception) |
| Three Months Ended June | Six Months Ended June | To |
| 2002 | 2001 | 2002 | 2001 | June 30, 2002 | |
| Sales | $0 | $11,740 | $0 | $11,740 | $21,490 |
| Cost of Sales | 0 | 9,180 | 0 | 9,180 | 16,555 |
| Gross Profit | 0 | 2,560 | 0 | 2,560 | 4,935 |
| Operating Expenses |
| Professional | |||||
| Fees | (2,104) | 10,504 | (2,104) | 10,504 | 71,355 |
| Consulting | 0 | 973 | 400 | 973 | 40,860 |
| Rent | 512 | 958 | 1,267 | 1,441 | 8,859 |
| Selling and | |||||
| administrative | 705 | 670 | 1,658 | 770 | 10,911 |
| Travel | 0 | 652 | 0 | 652 | 5,629 |
| Interest and | |||||
| bank charges | (1,196) | 101 | (1,056) | 115 | (659) |
| (2,083) | 13,858 | 165 | 14,455 | 136,955 | |
| Net Income | |||||
| (Loss) for | |||||
| Period | $2,083 | $(11,298) | $(165) | $(11,895) | $(132,020) |
| Net Loss Per | |||||
| Share | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | |
| Weighted | |||||
| Number of | |||||
| Shares | |||||
| Outstanding | 22,584,000 | 22,584,000 | 22,584,000 | 22,787,403 |
See notes to financial statements.
SAFE ID CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficiency)
(Unaudited)
(U.S. Dollars)
| Deficit | ||||||
| Accumulated | Total | |||||
| Common | Common | Additional | Other | During the | Stockholders' | |
| Stock | Stock | Paid-in | Comprehensive | Development | Equity | |
| Number | Amount | Capital | Loss | Stage | (Deficiency) | |
| Balance, June 27, 1996 | 0 | $0 | $0 | $0 | $0 | $0 |
| Common Stock Issued for | 6,000,000 | 6,000 | (5,000) | 0 | 0 | 1,000 |
| Net Loss, June 27, 1996 | ||||||
| to December 31, 1996 | 0 | 0 | 0 | 0 | (1,000) | (1,000) |
| Balance, December 31, 1996 | 6,000,000 | 6,000 | (5,000) | 0 | (1,000) | 0 |
| Net Loss, Year Ended | ||||||
| December 31, 1997 | 0 | 0 | 0 | 0 | 0 | 0 |
| Balance, December 31, 1997 | 6,000,000 | 6,000 | (5,000) | 0 | (1,000) | 0 |
| Net Loss, Year Ended | ||||||
| December 31, 1998 | 0 | 0 | 0 | 0 | (350) | (350) |
| Balance, December 31, 1998 | 6,000,000 | 6,000 | (5,000) | 0 | (1,350) | (350) |
| Common Stock Issued | ||||||
| For services | 9,000,000 | 9,000 | 21,000 | 0 | 0 | 30,000 |
| For cash | 9,000,000 | 9,000 | 21,000 | 0 | 0 | 30,000 |
| Net Loss, Year Ended | ||||||
| December 31, 1999 | 0 | 0 | 0 | 0 | (51,861) | (51,861) |
| Share Issue Costs | 0 | 0 | (5,000) | 0 | 0 | (5,000) |
| Balance, December 31, 1999 | 24,000,00 | 24,000 | 32,000 | 0 | (53,211) | 2,789 |
| Net Loss, Year Ended | ||||||
| December 31, 2000 | 0 | 0 | 0 | 0 | (49,217) | (49,217) |
| Balance, December 31, 2000 | 24,000,00 | 24,000 | 32,000 | 0 | (102,428) | (46,428) |
| Common Stock Repurchases | (1,416,00 | (1,416) | 1,416 | 0 | 0 | 0 |
| Foreign Currency Translation | 0 | 0 | 0 | (741) | 0 | (741) |
| Net Loss, Period Ended | ||||||
| December 31, 2001 | 0 | 0 | 0 | 0 | (29,427) | (29,427) |
| Balance, December 31, 2001 | 22,584,00 | 22,584 | 33,416 | (741) | (131,855) | (76,596) |
| Foreign Currency Translation | 0 | 0 | 0 | 241 | 0 | 241 |
| Net Loss, Period Ended | ||||||
| June 30, 2002 | 0 | 0 | 0 | 0 | (165) | (165) |
| Balance, June 30, 2002 | 22,584,00 | $22,584 | $33,416 | $(500) | $(132,020) | $(76,520) |
See notes to financial statements.
SAFE ID CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
(U.S. Dollars)
| Period From | |||
| June 27,1996 |
| (Inception) | ||
| Six Months Ended June 30, | to |
| 2002 | 2001 | June 30, 2002 | |
| Operating Activities | |||
| Net loss | $(165) | $(11,895) | $(132,020) |
| Adjustment to reconcile net loss | |||
| to net cash used by operating | |||
| activities | |||
| Issuance of common stock for | |||
| payment of services | 0 | 0 | 31,000 |
| Changes in Non-Cash Working Capital | |||
| Note receivable | (1,725) | 0 | (22,606) |
| Accounts payable | (34,261) | (1,141) | 5,693 |
| Net Cash Used in Operating Activities | (36,151) | (13,036) | (117,933) |
| Financing Activities | |||
| Advances from stockholders | 38,045 | 18,644 | 103,534 |
| Issuance of common stock | 0 | 0 | 25,000 |
| Net Cash Provided by Financing Activities | 38,045 | 18,644 | 128,534 |
| Effect of Foreign Currency | |||
| Translation on Cash | 241 | 0 | (500) |
| Cash Inflow | 2,135 | 5,608 | 10,101 |
| Cash, Beginning of Period | 7,966 | 844 | 0 |
| Cash, End of Period | $10,101 | $6,452 | $10,101 |
See notes to financial statements.
SAFE ID CORPORATION
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
(U.S. Dollars)
BASIS OF PRESENTATION
These unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information. These financial statements are condensed and do not include all disclosures required for annual financial statements. The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the Company's audited financial statements filed as part of the Company's December 31, 2001 Form 10-KSB.
In the opinion of the Company's management, these financial statements reflect all adjustments necessary to present fairly the Company's financial position at June 30, 2002 and December 31, 2001 and the results of operations for the three months and six months ended June 30, 2002 and 2001 and cash flows for the six months ended June 30, 2002 and 2001. The results of operations for the three months and six months ended June 30, 2002 are not necessarily indicative of the results to be expected for the entire fiscal year.
2. SUBSEQUENT EVENT
The Company signed an agreement dated July 8, 2002 with White Energy Corp. providing for the Company to acquire approximately 90,000 acres of oil and gas leases in the Northern Powder River Basin of Montana for the purchase price of one million two hundred eighty-six thousand one hundred sixty-one dollars ($1,286,161) U.S., plus 100,000 shares of the Company's free trading stock. In accordance with the terms of the agreement, an initial non-refundable deposit of $40,000 U.S. has been paid by the Company following the execution of the agreement. An "Exercise Payment" of eighty-eight thousand six hundred sixteen dollars ($88,616.00) U.S. will be paid following the Company's due diligence procedures.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion contains certain statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that refer to expectations, projections or other characterization of future events or circumstances, and especially those which include variations of the words "believes," "intends," "estimates," "anticipates," "expects," "plans," or similar words or variations thereof, are likely to be forward-looking statements, and as such, are likely to concern matters involving risk, uncertainty, unpredictability and other factors that could materially and adversely affect the outcome or results indicated by or inferred from the statements themselves. Therefore, the reader is advised that the following discussion should be considered in light of the discussion of risks and other factors contained in this Form 10QSB and in the Company's other filings with the Securities and Exchange Commission, and that no statements contained in the following discussion or in this Form 10QSB should be construed as a guarantee or assurance of future performance or future results.
Plan of Operations
As of June 30, 2002, the Company remains in the development stage. It has minimal capital resources presently available to meet its obligations or to continue its efforts to develop its business. As a result, there is substantial doubt about the Company's ability to continue as a going concern.
Over the past 12 months, the Company focused on developing business related to reselling of a product line of miniaturized micro-chips suitable for insertion into inanimate objects or under the skin of animals. The chips are inserted into inanimate objects or under the skin of animals for purposes of positive identification. To develop this business, the Company estimated that it would require approximately $250,000 in the next twelve months to meet overhead (rent, salaries and operational expenses) and to pay expenses connected with marketing (cost of goods sold and purchase of inventory). This includes approximately $50,000 to launch dynamic link relationships with major markets and to produce and circulate brochures and initial advertising announcements, and approximately $200,000 in working capital to cover general overhead and to provide liquidity during the 12-months following launch of its product.
The Company has not been able to raise the funds required for micro-chip sales. There is no assurance, given the uncertain nature of the capital markets, that it will be able to obtain the necessary funds. As a result, the Company has changed its focus and has been looking at other business opportunities and is concentrating on the oil & gas sector.
On July 11, 2002, subsequent to the end of the quarter, Safe ID Corporation signed an agreement with White Energy Corp. of Billings Montana, U.S.A., to acquire oil and gas lease holdings in the Northern Powder River Basin of Montana.
Under the terms of the agreement, Safe ID Corporation advanced $40,000US on July 25, 2002 and a further $88,616US is required to be paid on August 16, 2002. In the event the Company is able to make this payment, it will then contractually own the Interest now held by White Energy (82% NRI). The total purchase price is $1,286,161US plus 100,000 shares. After the initial payments have been made, the payment schedule for subsequent payments begins September 15, 2002 , with the final payment due March 1, 2003. The payments are non-refundable.
Funding must be obtained before the Company can move forward with the project. The Northern Powder River Basin is one of the most prolific hydrocarbon basins in the U.S. - Rocky Mountain Region. Recently, several large U.S. and Canadian independent energy companies have acquired lease positions in the greater area, targeting shallow gas and deeper oil formations. The White leasehold consists of more than 90,000 acres within a 300-square mile area.
Management believes that the property has a great deal of potential. However, to go forward substantial funding must be raised. The first $40,000US payment, which was made to White Energy, was a loan from a shareholder. As of the date of this report, the Company does not have the necessary funds to make the second payment, but it is continuing withits efforts to raise such funds.
The uncertain nature of the market may make it difficult to raise the require capital of $1,286,161US for property payments and to raise additional capital for a work program. There is no assurance that the Company will be able to raise the necessary capital for this project.
At this time, the Company is completing its due diligence on the property, developing a budget and attempting to raise capital.
In addition to continuing its efforts to develop a business or acquire a business opportunity, the Company's plan of operations during the next twelve months also includes continuing to comply with its periodical reporting requirements under the Securities Exchange Act of 1934. The Company estimates that it will require a minimum of approximately $5,000 in additional capital during the next twelve months for this purpose. Although the Company has no agreement in place with its shareholders or other persons to provide capital or to pay expenses on its behalf, it is currently anticipated that the Company will rely on loans or additional capital contributions from shareholders to obtain the necessary funds for payment of expenses related to compliance with its reporting obligations.
No revenues were received by the Company during the current period. The Company does not expect to generate any revenue until after it has completed significant further development of its proposed micro-chip business, or until it has completed the acquisition of the Powder River Property or another business opportunity. As a result, the Company expects that it will incur losses each quarter at least until it has completed a business combination. Depending upon the performance of any acquired business, the Company may continue to operate at a loss even following completion of a business combination.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(b) No reports on Form 8-K were filed by the Company for the quarter ended June 30, 2002.
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.
Safe ID Corporation
By: /S/ MAURIZIO FORIGO
Maurizio Forigo, President and Director
By: /S/ LANCE MORGINN
Lance Morginn, Secretary and Director
Date: August 16, 2002
Exhibit 99.1
SAFE ID CORPORATION
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 Safe ID Corporation (the "Company") on Form 10-QSB
for the period ending June 30, 2002, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Maurizio Forigo, President of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(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.
By:/S/ MAURIZIO FORIGO
Maurizio Forigo, President
Date: August 14, 2002
Exhibit 99.2
SAFE ID CORPORATION
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 Safe ID Corporation (the "Company") on Form 10-QSB
for the period ending June 30, 2002, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Lance Morginn, Secretary and Director, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(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.
By: /S/ LANCE MORGINN
Lance Morginn, Secretary and Director
Date: August 14, 2002