U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from to
----------------- --------------------
Commission File No. 0-49655
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ANTICLINE URANIUM, INC.
-----------------------
(Exact Name of Small Business Issuer as specified in its Charter)
Utah 87-0678927
---- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
2120 South 700 East, #H183
Salt Lake City, Utah 84106
--------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 583-9900
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
N/A
Check whether the registrant 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 Registrant's
classes of common equity, as of the latest practicable date:
September 30, 2003
Common Voting Stock - 5,213,112 shares
Transitional Small Business Disclosure Format (Check one): Yes X No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
---------------------
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management and commence below,
together with related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
CONTENTS
PAGE
Unaudited Condensed Balance Sheets,
September 30, 2003 and December 31, 2002 2
Unaudited Condensed Statements of Operations,
for the three and nine months ended September 30,
2003 and 2002, and for the period from the
entering of exploration stage on August 10,
2001 through September 30, 2003 3
Unaudited Condensed Statements of Cash Flows for
the nine months ended September 30, 2003 and 2002, and
for the period from the entering of exploration
stage on August 10, 2001 through September 30, 2003 4
Notes to Unaudited Condensed Financial Statements 5 - 11
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS September 30, December 31,
2003 2002
CURRENT ASSETS:
Cash $ - $ -
--------- ---------
Total Current Assets - -
--------- ---------
$ - $ -
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES:
Bank overdraft $ - $ 8
Accounts payable 4,435 21,200
Advance from related party - 6,075
Accrued interest - 5,233
Advance from Lipidviro 134,816 -
--------- ---------
Total Current Liabilities 139,251 32,516
--------- ---------
LONG-TERM LIABILITIES:
Notes payable - 20,000
Notes payable-related party - 30,000
--------- ---------
- 50,000
--------- ---------
Total Liabilities 139,251 82,516
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIT):
Common Stock, $.001 par value; 50,000,000
shares authorized; 5,213,112 and 5,713,112 shares
issued and outstanding, respectively 5,213 5,713
Capital in excess of par value 628,034 665,977
Retained deficit (703,013) (703,013)
Deficit accumulated during the
exploration stage (69,485) (51,193)
---------- ---------
Total Stockholders' Equity (Deficit) (139,251) (82,516)
---------- ---------
$ - $ -
========== =========
Note: The Balance Sheet of December 31, 2002, was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
2
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
From Entering of
For the Three For the Nine Exploration Stage
Months Ended Months Ended on August 10,
September 30, September 30, 2001 through
2003 2002 2003 2002 September 30, 2003
REVENUE: $ - $ - $ - $ - $ -
------- ------- ------- ------- ----------
OPERATING EXPENSES:
General and
Administrative 4,429 3,267 16,596 12,743 63,496
------- ------- ------- ------- ----------
LOSS FROM OPERATIONS (4,429) (3,267) (16,596) (12,743) (63,496)
------- ------- ------- ------- ----------
OTHER INCOME (EXPENSE):
Interest and other income - - - 17 923
Interest expense - (882) (1,696) (2,619) (6,912)
------- ------- ------- ------- ----------
Total Other Income
(Expense) - (882) (1,696) (2,602) (5,989)
------- ------- ------- ------- ----------
LOSS BEFORE INCOME TAXES (4,429) (4,149) (18,292) (15,345) (69,485)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
------- ------- ------- ------- ----------
NET LOSS $(4,429) $(4,149)$(18,292)$(15,345) $ (69,485)
------- ------- ------- ------- ----------
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00) $ (.00) $ (.01)
------- ------- ------- ------- ----------
The accompanying notes are an integral part of these unaudited condensed
financial statements.
3
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
From Entering
For the Nine Exploration Stage
Months Ended on August 10,
September 30, 2001, through
2003 2002 September 30, 2003
Cash Flows From Operating Activities:
Net Income (loss) $ (18,292) $ (15,345) $ (69,485)
Adjustments to reconcile net loss to net
cash used by operating activities:
Non-cash expenses - - 5,000
Contributed services - - 525
Changes in assets and liabilities:
Increase (decrease) in accounts payable (9,379) 5,653 (25,010)
Increase (decrease) in accrued interest (1,062) - 4,154
--------- --------- --------
Net Cash Provided (Used) by
Operating Activities (28,733) (9,692) (84,816)
--------- --------- --------
Cash Flows From Investing Activities - - -
--------- --------- --------
Net Cash Provided by
Investing Activities - - -
--------- --------- --------
Cash Flows From Financing Activities:
Proceeds (payments) on bank overdraft (8) - -
Advances from a related party 3,960 3,025 10,035
Payments on advances from related party (10,035) - (10,035)
Advance from Lipidviro 134,816 - 134,816
Proceeds from notes payable - - 50,000
Payments on notes payable (50,000) - (50,000)
Payments on repurchase common stock (50,000) - (50,000)
--------- --------- --------
Net Cash Provided by Financing
Activities 28,733 3,025 84,816
--------- --------- --------
Net Increase (Decrease) in Cash - (6,667) -
Cash at Beginning of Period - 6,667 -
--------- --------- --------
Cash at End of Period $ - $ - $ -
========= ========= ========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 2,758 $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the nine months ended September 30, 2003:
In June 2003, shareholders of the Company forgave accrued interest of
$4,171 and accrued expenses of $7,386. Due to the related party nature
of the debt forgiveness, these have been accounted for as capital
contributions.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
4
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Anticline Uranium, Inc. ("the Company") was organized under the
laws of the State of California on October 19, 1954. The Company was
incorporated for the purpose of exploring, prospecting for, mining and
treating uranium and other minerals in Utah and to acquire and sell mineral
estates including oil and gas properties and rights. In 1955, The Company
completed a public offering of its Class A common shares, designated to be
issued to the public for $282,000 and issued Class B common shares, designated
as incentive compensation for services. The proceeds from the public offering
were used for incorporation expenses, exploration of mining claims, equipment
and payment of wages. The Company became inactive shortly after its public
offering and remained dormant until June 2001, when it was reactivated and
received proceeds from the issuance of notes payable. The Company used the
proceeds of its notes payable to pay back taxes to the State of California
Franchise Tax Board in order to reinstate its corporate charter.
In July 2001, the Company held a court-ordered shareholders' meeting where, by
order of law, a new Board of Directors was elected. The shareholders voted to
consolidate the Class A and Class B stock into one class of common stock, to
change the par value of the stock from $0.10 to $0.001 per share and to
increase the authorized number of common shares to 50,000,000. As a result of
the meeting, the Company was controlled by the owners of North Beck Joint
Venture LLC ("North Beck").
In October 2001, the Company changed its domicile from California to Nevada by
merging with and into a wholly owned subsidiary with the same name and the
Nevada entity being the surviving entity. The merger provided that the shares
of the California corporation were exchanged for shares in the Nevada
corporation on a 1-for-100 basis. The stock-for-stock exchange was accounted
for as a reverse stock split. The shareholders later approved a 4-for-1
forward stock split effective December 31, 2001. The net effect of the two
stock splits is a 25-to-1 reverse stock split. The financial statements have
been restated for all periods presented to reflect both stock splits.
In August 2001, North Beck transferred to the Company 96.5% of the rights to
certain mining claims in the Tintic Mining District of Juab County, Utah under
the terms of a lease agreement ("Mining Lease") for a period of five years in
exchange for 5,000,000 shares of the Company's common stock and for the
Company's commitment and obligation to spend $15,000 over the five-year lease
term in exploration, mining, development or incurring similar costs for the
benefit of the property subject to the Mining Lease.
On June 24, 2003, the Company became a subsidiary of Lipidviro Tech Inc.
("Lipidviro") pursuant to a Share Purchase Agreement with North Beck. The
agreement called for Lipidviro to pay $65,718 to North Beck to acquire
5,000,000 shares of the Company's common stock which was owned by North Beck
wherein the Company became a 95.9% owned subsidiary of Lipidviro [See Note 2].
The Company currently has no on-going operations but is seeking potential
business opportunities. As a result of the Mining Lease, the Company is
considered to have entered into the exploration stage on August 10, 2001.
5
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Condensed Financial Statements - The accompanying financial statements have
been prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
September 30, 2003 and 2002 and for the periods then ended have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
December 31, 2002 audited financial statements. The results of operations for
the periods ended September 30, 2003 and 2002 are not necessarily indicative
of the operating results for the full year.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Debt Extinguishment - The Company accounts for extinguishment of debt in
accordance with Statement of Financial Accounting Standards No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections". SFAS No. 145 rescinds the requirement
that gains and losses from extinguishment of debt be classified as an
extraordinary item.
Income Taxes -The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" which requires an asset/liability approach for the effect of income
taxes [See Note 5].
Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
[See Note 7].
Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amount of
revenues and expenses during the reporting period. Actual results could
differ from those estimated.
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities", SFAS No. 147, "Acquisitions of Certain Financial
Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9", SFAS No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure - an Amendment of FASB Statement No. 123", SFAS
No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities", and SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity", were recently issued.
SFAS No. 146, 147, 148, 149 and 150 have no current applicability to the
Company or their effect on the financial statements would not have been
significant.
6
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Reclassification - The financial statements for periods prior to September 30,
2003 have been reclassified to conform to the headings and classifications
used in the September 30, 2003 financial statements.
Restatement - The financial statements have been restated for all periods
presented to reflect a 1-for-100 reverse stock split effected on October 4,
2001 and a 4-for-1 forward stock split effected on December 31, 2001 [See Note
4].
NOTE 2 - SHARE PURCHASE AGREEMENT
On June 24, 2003, the Company was acquired by Lipidviro pursuant to a Share
Purchase Agreement with North Beck. The agreement called for Lipidviro to pay
$65,718 to North Beck to acquire 5,000,000 shares of the Company's common
stock which was owned by North Beck wherein the Company became a 95.9% owned
subsidiary of Lipidviro. The agreement also called for Lipidviro to advance
an additional $203,282 to pay costs associated with the acquisition and to
reduce the liabilities of the Company. The acquisition closed June 24, 2003
and resulted in a change in control of the Company.
NOTE 3 - NOTES PAYABLE
Notes payable consist of the following at:
September 30, December 31,
2003 2002
___________ ___________
7% unsecured notes payable due June 2004 $ - $ 20,000
7% unsecured notes payable to related parties
due June 2004 - 30,000
___________ ___________
$ - $ 50,000
___________ ___________
The Company issued notes payable with three-year maturities totaling $50,000
between June 29, 2001 and July 6, 2001 in order to obtain funds to pay back
taxes to the State of California Franchise Tax Board and to pay other
miscellaneous expenses in order to revive the Company. The Company borrowed
$20,000 from an individual who is the father of an officer of the Company, and
$10,000 from a Director of the Company. All the notes payable were issued
with an interest rate of 7% per annum with no interest payments due until
maturity. In June 2003, the Company repaid the notes payable with accrued
interest of $2,758. Accrued interest of $4,171 on the related party notes
payable was forgiven and, due to the related party nature of the debt
forgiveness, these have been accounted for as capital contributions.
7
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 4 - CAPITAL STOCK
Common Stock - On October 4, 2001, the Company changed its domicile from
California to Nevada by merging with and into a wholly owned subsidiary with
the same name and the Nevada entity being the surviving entity. The merger
provided that the shares of the California corporation were exchanged for
shares in the Nevada corporation on a 1-for-100 basis. The stock-for-stock
exchange was accounted for as a reverse stock split. The shareholders later
approved a 4-for-1 forward stock split effective December 31, 2001. The net
effect of the two stock splits is a 25-to-1 reverse stock split. The
financial statements have been restated for all periods presented to reflect
both stock splits.
In December 2002, the Company issued 500,000 shares of common stock to
officers of the Company for services rendered valued at $5,000 or $0.01 per
share.
In June 2003, the Company repurchased and cancelled 500,000 shares of common
stock from officers of the Company for $50,000 or $.10 per share.
Capital Contributions - In June 2003, shareholders of the Company forgave
accrued interest of $4,171 and accrued expenses of $7,386. Due to the related
party nature of the debt forgiveness, these have been accounted for as capital
contributions.
Stock Option Plan - In March 2003, the Board of Directors approved and adopted
the "2003 Stock Option/Stock Issuance Plan" ("the Plan") with a maximum of
1,500,000 shares of common stock reserved for issuance under the Plan. The
Plan provides for both the direct award of shares and for the grant of options
to purchase shares. The Board of Directors has authorized options to purchase
500,000 common shares to be granted at a purchase price of $0.01 per share,
but to date the Company has not granted any options to its employees, officers
or directors. Under the Plan, the Board of Directors shall determine which
eligible persons are to receive Incentive Options, Non-Statutory grants or
stock issuances. The Board of Directors also sets the exercise price for
options granted. The option terms are not to exceed ten years from the option
grant date. At September 30, 2003, total awards available to be granted from
the Plan amounted to 1,500,000.
NOTE 5 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards. At September 30, 2003, the
Company has available unused operating loss carryforwards of approximately
$69,700, which may be applied against future taxable income and which expire
in various years through 2023. Due to substantial changes in the Company's
ownership, there will be an annual limitation on the amount of net operating
loss carryforwards which can be utilized.
8
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 5 - INCOME TAXES [Continued]
The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company and other future events, the
effects of which cannot be determined. Because of the uncertainty surrounding
the realization of the loss carryforwards, the Company has established a
valuation allowance equal to the tax effect of the loss carryforwards and,
therefore, no deferred tax asset has been recognized in the financial
statements for the loss carryforwards. The net deferred tax assets are
approximately $23,700 and $28,400 as of September 30, 2003 and December 31,
2002, respectively, with an offsetting valuation allowance of the same amount,
resulting in a decrease in the valuation allowance of approximately $4,700
during the nine months ended September 30, 2003.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America which
contemplate continuation of the Company as a going concern. However, the
Company has incurred losses since its inception and has no on-going
operations. Further, the Company has current liabilities in excess of current
assets. These factors raise substantial doubt about the ability of the
Company to continue as a going concern. In this regard, management is
proposing to raise additional funds through loans or through additional sales
of its common stock or through the acquisition of other companies. There is
no assurance that the Company will be successful in raising this additional
capital or in achieving profitable operations. These financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.
NOTE 7 - LOSS PER SHARE
The following data show the amounts used in computing loss per share for the
periods presented:
From Entering of
For the Three For the Nine Exploration Stage
Months Ended Months Ended on August 10,
September 30, September 30, 2001, Through
________________________________ September 30,
2003 2002 2003 2002 2003
________________________________ _____________
Loss from continuing
operations available
to common
shareholders (numerator) $(4,429) $(4,149) $(18,292) $(15,345) $(69,485)
_______ _______ ________ ________ ________
Weighted average number
of common shares
outstanding used in loss
per share for the
period (denominator) 5,213,112 5,213,112 5,533,625 5,213,112 5,325,148
_________ _________ _________ _________ _________
Dilutive loss per share was not presented, as the Company had no common stock
equivalent shares for all periods presented that would affect the computation
of diluted loss per share.
9
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 8 - RELATED PARTY TRANSACTIONS
Advance from Related Party - An officer of the Company loaned the Company a
total of $3,960 during the six months ended June 30, 2003 in order to pay
general and administrative expenses. In June 2003, the Company repaid the
advances.
Advance from Lipidviro - In June 2003, Lipidviro advanced $134,816 to the
Company as part of a Share Purchase Agreement [See Note 2]. The amount bears
no interest and is due on demand.
Notes Payable - The Company had notes payable related to officers and
directors of the Company which were repaid in June 2003 [See Note 3].
Common Stock Issuance/Repurchase - In December 2002, the Company issued
500,000 shares of common stock to officers of the Company for services
rendered valued at $5,000. In June 2003, the Company repurchased the 500,000
shares for $50,000 [See Note 4].
Management Compensation - During the six months ended June 30, 2003, the
Company accrued an additional $4,500 of compensation to its officers. In June
2003, the Company paid $17,114 to the officers and the remaining balance of
$7,386 was forgiven. Due to the related party nature of the debt forgiveness,
these have been accounted for as capital contributions.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use her home as
a mailing address, as needed, at no expense to the Company.
Lease Cancellation Fee - In June 2003, the Company paid $3,459 to North Beck
to cancel the Mining Lease.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
In August 2001, North Beck transferred to the Company 96.5% of the rights to
certain mining claims in the Tintic Mining District of Juab County, Utah under
the terms of a Mining Lease for a period of five years in exchange for
5,000,000 shares of the Company's common stock. Under the terms of the Mining
Lease, the Company was obligated to spend $15,000 over the 5-year lease term
in exploration, mining, development or incurring similar costs for the benefit
of the property subject to the Mining Lease. Any shortfall at the end of the
5-year lease period was to be due and payable in cash to North Beck. The
Company was also obligated to pay a 3.5% net smelter royalty to North Beck on
all mineral-bearing ores sold, which royalty was due and payable 45 days after
payment was received from the smelter or buyer. The Mining Lease also gave a
credit to the Company for the first $30,000 of net smelter royalties owed to
North Beck. North Beck also agreed to indemnify and hold the Company harmless
from any Environmental Protection Agency ("EPA") claim or claims by a similar
state agency based solely on past mining contaminations or other environmental
violations or damage. The Mining Lease contained an option to buy the
property from North Beck for $3,000,000. On June 24, 2003, the Company paid
$3,459 to North Beck to cancel the Mining Lease.
10
ANTICLINE URANIUM, INC.
[An Exploration Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 9 - COMMITMENTS AND CONTINGENCIES [Continued]
The EPA has listed Eureka, Utah, as a superfund clean-up site for lead
contamination. No claims have been made against the Company related to its
leased mining properties which are located near Eureka. The Company has not
received any notices from the EPA and does not expect or anticipate that the
superfund clean-up site will be expanded to include any of the Company's
leased mining properties. The Company is also not aware of any state or
federal agency's plan or intention to do any environmental clean up or other
work in or adjacent to the Company's leased mining properties. North Beck has
indemnified the Company against any past environmental claims or liability.
No accrual for possible losses or settlements has been recorded in the
accompanying financial statements.
NOTE 10 - SUBSEQUENT EVENTS
Proposed Downstream Merger - The Company is proposing to participate in a
"downstream merger" with Lipidviro Tech Inc. ("Lipidviro"), wherein Lipidviro
would become a wholly owned subsidiary of the Company. The proposed merger is
expected to call for the shareholders of Lipidviro to exchange all 9,818,750
outstanding shares of Lipidviro's common stock for 9,818,750 shares of the
Company's common stock. The proposed merger is expected to call for the
cancellation of the 5,000,000 shares of the Company's common stock which were
purchased by Lipidviro on June 24, 2003 pursuant to a Share Purchase Agreement
[See Note 1]. The proposed merger is also expected to call for the exchange
of all of Lipidviro's 1,915,000 Class A warrants and 1,915,000 Class B
warrants for similar warrants of the Company. The proposed acquisition is
expected to close following a fairness hearing scheduled to be held in
November 2003 before the Third District Court of Salt Lake County, Utah.
Final consummation of the acquisition is not guaranteed.
11
Item 2. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
------------------
Our Company is currently headquartered in Salt Lake City, Utah.
Present and future operations will include: (a) antiviral research of certain
substances and compounds that may have marketable anti-viral and
anti-bacterial properties for humans, animals and biological fluids; (b)
research and development of delivery system(s) for manufacture and delivery of
the targeted substances and compounds to humans, animals and biological
fluids; (c) development of products that may be produced from the Company's
research; (d) building an intellectual property portfolio to protect secrets,
inventions and any technology the company may achieve; and (e) raising capital
to allow our Company to execute these operations.
Item 3. Controls and Procedures.
------------------------
(a) Evaluation of Disclosure Controls and Procedures
Our President and Chief Operating Officer have evaluated our
Company's disclosure controls and procedures as of November 7, 2003, and they
concluded that these controls and procedures are effective.
(b) Changes in Internal Controls
There are no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to November
7, 2003.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
None; not applicable.
Item 2. Changes in Securities.
----------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
See the Definitive Information Statement that was filed with the
Securities and Exchange Commission on July 23, 2003, and which is incorporated
herein by reference. See Part II, Item 6.
Item 5. Other Information.
------------------
On June 24, 2003, a Share Purchase Agreement (the "Agreement") was
executed by and between North Beck Joint Venture, LLC, a Utah limited
liability company ("North Beck"), that was the owner of approximately 96% of
the outstanding voting securities of the Company, as "Seller," and
LipidViro Tech, Inc., a privately-held Utah corporation ("LipidViro"), as
"Buyer," pursuant to which LipidViro became the controlling stockholder of the
Company, and the directors and executive officers of LipidViro became the
directors and executive officers of the Company. See the 8-K Current Report
of the Company dated June 24, 2003, that has been previously filed with the
Securities and Exchange Commission and is incorporated herein; and the
Definitive Information Statement of the Company that was filed with the
Securities and Exchange Commission on July 23, 2003. See Part II, Item 6.
We have proposed to combine LipidViro and our Company, with the
acquisition to close following an anticipated fairness hearing which will be
held in the Third District Court of Salt Lake County, State of Utah, pursuant
to our Petition. The Court has taken our Petition under advisement after
hearing oral arguments. Final consummation of this combination is not
guaranteed. For additional information regarding the fairness hearing and our
Petition, see the 8-K Current Report of the Company dated August 19, 2003,
that has been previously filed with the Securities and Exchange Commission and
is incorporated herein. See Part II, Item 6.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
31.1 302 Certification of Kenneth P. Hamik
31.2 302 Certification of Kristy Hamik
32 906 Certification
(b) Reports on Form 8-K.
8-K Current Report dated August 19, 2003, and filed September 9,
2003, regarding the Fairness Hearing.*
Definitive Information Statement filed July 23, 2003.*
8-K Current Report dated June 24, 2003, and filed June 27, 2003,
regarding a change in control of the Company.*
8-K Current Report dated July 28, 2003, and filed August 1, 2003,
regarding a change in the Company's certifying accountant.*
* Previously filed and incorporated herein by reference.
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.
ANTICLINE URANIUM, INC.
Date: 11/13/03 By/s/Kenneth P. Hamik
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Kenneth P. Hamik
President and Director
Date: 11/14/03 By/s/Kristy Hamik
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Kristy Hamik
Chief Operating Officer and Director