-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ONU0zVN7w/u1Y7wo9oGz+MAp1nnLifYoMVn5lVUuCnJBDcviETMaQpWgG6VlNz7x r6KGEbCi0J0cWxu+OIOF2w== 0001015402-02-002660.txt : 20020814 0001015402-02-002660.hdr.sgml : 20020814 20020813184331 ACCESSION NUMBER: 0001015402-02-002660 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATAGONIA GOLD CORP CENTRAL INDEX KEY: 0001049576 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 650401897 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26531 FILM NUMBER: 02731168 BUSINESS ADDRESS: STREET 1: PO BOX 48525, 595 BURRARD STREET STREET 2: VANCOUVER, BC CANADA CITY: V7X 1A2 STATE: A1 ZIP: 00000 BUSINESS PHONE: 604-687-4432 MAIL ADDRESS: STREET 1: PO BOX 48525, 595 BURRARD STREET STREET 2: VANCOUVER, BC CANADA CITY: V7X 1A2 STATE: A1 ZIP: 00000 10QSB 1 doc1.txt 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 June 30, 2002 --------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from _ _ _ _ _ _ _ _ _ _ to _ _ _ _ _ _ _ _ _ _ Commission file number 0-26531 ------- PATAGONIA GOLD CORPORATION - ---------------------------- (Exact name of small business issuer as specified in its charter) Florida 65-0401897 - ------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) P.O. Box 48525, 595 Burrard Street, Vancouver, B.C., Canada V7X 1A2 - -------------------------------------------------------------------- (Address of principal executive offices) (604) 687-4701 - --------------- (Issuer's Telephone Number) (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act 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 [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS 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 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: 13,000,000 shares of Common Stock were outstanding as of June 30, 2002. Transitional Small Business Disclosure Format (check one); YES [ ] NO [X] 1 PATAGONIA GOLD CORPORATION This quarterly report contains statements that plan for or anticipate the future and are not historical facts. In this Report these forward looking statements are generally identified by words such as "anticipate", "plan", "believe", "expect", "estimate", and the like. Because forward looking statements involve future risks and uncertainties, these are factors that could cause actual results to differ materially from the estimated results. These risks and uncertainties are detailed in Part 1 - Financial Information - Item 1. "Financial Statements", Item 2. "Management's Discussion and Analysis or Plan of Operation". The Private Securities Litigation Reform Act of 1995, which provides a "safe harbor" for such statements, may not apply to this Report. INDEX Page No. PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets -- 3 June 30, 2002 and December 31, 2001 Consolidated Statements of Operations -- 4 Six-Months Ended June 30, 2002 Consolidated Statements of Cash Flows -- 5 Six-Months Ended June 30, 2002 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. Other Information Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 3. Defaults Upon Senior Securities 11 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 12 Signatures 13 2
- ---------------------------------------------------------------------------------------- PATAGONIA GOLD CORPORATION & SUBSIDIARIES (An exploration stage enterprise) Consolidated Balance Sheets (Unaudited) June 30, 2002 June 30 December 31 (Expressed in U.S. Dollars) 2002 2001 - ---------------------------------------------------------------------------------------- ASSETS Current Cash $ 103 $ 11 Receivables 31 118 Investments 788,079 801,884 - ---------------------------------------------------------------------------------------- Total current assets 788,213 802,013 Notes receivable 16,589 39,821 Mineral property costs - - - ---------------------------------------------------------------------------------------- Total assets $ 804,802 $ 841,834 - ---------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Current Accounts payable and accrued liabilities $ 102,948 $ 98,753 Note payable, non-interest bearing 21,977 21,977 - ---------------------------------------------------------------------------------------- Total liabilities 124,925 120,730 - ---------------------------------------------------------------------------------------- Stockholders' Equity Share capital, Authorized 50,000,000 common shares, par value $0.001each Issued 13,000,000 common shares 13,000 13,000 Additional paid-in capital 1,827,000 1,827,000 Accumulated deficit (971,635) (935,106) Accumulated other comprehensive (loss), unrealized (loss) on securities available for sale (188,488) (183,790) - ---------------------------------------------------------------------------------------- Stockholders' equity 679,877 721,104 - ---------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 804,802 $ 841,834 - ---------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements.
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========================================================================================================================== PATAGONIA GOLD CORPORATION & SUBSIDIARIES (An exploration stage enterprise) June 30 Consolidated Statement of Operations 1997 Three months Three months Six months Six months (Expressed in U.S. Dollars) (inception) to ended ended Ended ended (Unaudited) June 30 June 30 June 30 June 30 June 30 -------------- -------------- ------------ ------------ 2002 2002 2001 2002 2001 (cumulative) - -------------------------------------------------------------------------------------------------------------------------- General and administrative expenses Administrative and general $ 124,270 $ 7,670 $ 7,305 $ 10,382 $ 23,416 Professional fees - accounting and legal 96,682 2,000 11,184 7,589 8,324 Salaries and consulting fees 185,712 21,464 9,045 22,904 15,045 - -------------------------------------------------------------------------------------------------------------------------- 406,664 31,134 27,534 40,875 46,785 Exploration expenses 152,419 - - - - Write-off of mineral property costs 309,250 - - - - - -------------------------------------------------------------------------------------------------------------------------- 868,333 31,134 27,534 40,875 46,785 - -------------------------------------------------------------------------------------------------------------------------- Less : Income (loss) Interest income 34,593 - 178 - 876 Dividend income 2,835 - - - - Realized gain (loss) on sale of investments (111,217) 6,340 66,370 4,719 136,958 Interest expense (15,732) (79) (254) (79) (366) Foreign exchange loss (13,781) (294) - (294) - - -------------------------------------------------------------------------------------------------------------------------- (103,302) 5,967 66,294 4,346 137,468 - -------------------------------------------------------------------------------------------------------------------------- Net income (loss) for the period $ (971,635) $ (25,167) $ 38,760 $ (36,529) $ 90,683 ========================================================================================================================== Income (loss) per share, basic and diluted $ (0.00) $ 0.00 $ (0.00) $ 0.01 ========================================================================================================================== Weighted average number of common shares outstanding - basic and diluted 13,000,000 13,000,000 13,000,000 13,000,000 ========================================================================================================================== The accompanying notes are an integral part of these financial statements.
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- -------------------------------------------------------------------------------------------------- PATAGONIA GOLD CORPORATION & SUBSIDIARIES (An exploration stage enterprise) June 30 1997 Six months Six months Consolidated Statement of Cash Flows (inception) to ended ended (Expressed in U.S. Dollars) June 30 June 30 June 30 (Unaudited) -------------------------- 2002 2002 2001 (cumulative) - -------------------------------------------------------------------------------------------------- Cash flows from (used in) operating activities Net (loss) for the period $ (971,635) $ (36,529) $ 90,683 Adjustments to reconcile net loss to net cash used in operating activities : realized loss (gain) on sale of investments 107,467 (4,719) (136,958) expenses satisfied with common stock 3,000 - - write-off of mineral properties 309,250 - - - -------------------------------------------------------------------------------------------------- (551,918) (41,248) (46,275) Changes in assets and liabilities: decrease (increase) in accounts receivable (16,620) 23,319 59 increase (decrease) in accounts payable 102,948 4,195 38,466 - -------------------------------------------------------------------------------------------------- (465,590) (13,734) (7,750) - -------------------------------------------------------------------------------------------------- Cash flows from (used in) investing activities Purchase of available-for-sale securities (2,470,742) - (289,813) Proceeds on sale of available-for-sale Securities 1,386,708 13,826 334,933 Mineral property costs (12,250) - - - -------------------------------------------------------------------------------------------------- (1,096,284) 13,826 45,120 - -------------------------------------------------------------------------------------------------- Cash flows from (used in) financing activities Proceeds from issuance of common stock 1,540,000 - - Proceeds from notes payable 21,977 - - - -------------------------------------------------------------------------------------------------- 1,561,977 - - - -------------------------------------------------------------------------------------------------- Increase (decrease) in cash for the period 103 92 37,370 Cash and cash equivalents, beginning of period - 11 1,352 - -------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 103 $ 103 $ 38,722 - -------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements.
5 Notes to Interim Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------- 1. Nature of Business and Going Concern The Company was incorporated under the laws of the State of Florida on March 31, 1993 and is in the business of exploration and development of mineral properties. On October 13, 1997, the Company changed its name to Patagonia Gold Corporation. These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The continued operations of the Company and the recoverability of mineral property costs is dependent upon the existence of economically recoverable mineral reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development and upon future profitable production. The Company has incurred recurring operating losses and requires additional funds to meet its obligations and maintain its operations. Management's plans in this regard are to raise equity financing as required. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty. The Company has not generated any operating revenues to date. 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six-month month period ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002. The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date. The consolidated financial statements and footnotes thereto included in the Patagonia Gold Corporation Annual Report on Form 10-KSB for the year ended December 31, 2001 should be reviewed in connection with these condensed consolidated financial statements. 3. Significant Accounting Policies (a) Basis of Consolidation These consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States, include the accounts of the Company and its wholly-owned subsidiary, Patagonia Gold Mines Ltd., a company incorporated in 1994 under the laws of Bermuda. Significant inter-company accounts and transactions have been eliminated. During fiscal year 2001, the Company wound up its wholly owned subsidiary Patagonia Gold Mines Limited. (b) Mineral Properties and Exploration Expenses Exploration costs are charged to operations as incurred as are normal development costs until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the 6 extent that future cash flow from reserves equals or exceeds the costs deferred. As at June 30, 2002 and December 31, 2001, the Company did not have proven reserves. Cost of initial acquisition of mineral rights and concessions are capitalized until the properties are abandoned or the right expires. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities. Costs related to site restoration programs are accrued over the life of the project. (c) Investments Available-for-sale securities are carried at fair market value with unrealised holding gains and losses included in stockholders' equity. Realized gains and losses are determined on an average cost basis when securities are sold. (d) Foreign Currency Transactions Foreign currency accounts are translated into U.S. dollars as follows: At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are translated into U.S. dollars by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. (e) Advertising Expenses The Company expenses advertising costs as incurred. There were no advertising costs charged to expenses for the six-months ended June 30, 2002 and 2001. (f) Long-Lived Assets Impairment Certain long-term assets of the Company are reviewed when changes in circumstances require as to whether their carrying value has become impaired, pursuant to guidance established in Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. (g) Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. (h) Fair Value of Financial Instruments The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, receivables, investments and accounts payable and accrued liabilities. Fair values were assumed to approximate carrying values for these financial instruments, except where noted, since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. Management is of the opinion that the Company is not exposed to significant interest, credit or currency risks arising from these financial instruments. 7 (i) Accounting for Derivative Instruments and Hedging Activities The Company has adopted the Statement of Financial Accounting Standards SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" which requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. The adoption of SFAS 133 has no impact on the Company's financial statements. (j) Income Taxes The Company has adopted Statement of Financial Accounting Standards (SFAS") No. 109, "Accounting for Income Taxes", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. (k) Loss Per Share Loss per share is computed using the weighted average number of shares outstanding during the year. Effective for the year ended December 31, 1997, the Company adopted SFAS No. 128, "Earnings Per Share". 4. Investments Investments consist of available-for-sale securities and are summarized as follows:
- ------------------------------------------------------------------------------------------ Gross Gross Accumulated unrealized unrealized unrealized Market Cost gains losses gains (losses) value - ------------------------------------------------------------------------------------------ December 31, 2000 Equity securities $1,190,232 $ 171,222 $ 668,283 $ (497,061) $693,171 Change during the year (204,558) 163,871 (149,400) 313,271 108,713 - ------------------------------------------------------------------------------------------ December 31, 2001 Equity securities 985,674 335,093 518,883 (183,790) 801,884 Change during the year (9,106) 36,537 41,236 (4,699) (13,805) - ------------------------------------------------------------------------------------------ June 30, 2002 Equity securities $ 976,568 $ 371,630 $ 560,119 $ (188,489) $788,079 ==========================================================================================
8 5. Notes Receivable Notes receivable are unsecured, non-interest bearing and due on demand. 6. Mineral Property Costs (a) Argentina Mineral concessions in the Province of La Rioja, Argentina, are as follows: - Piloncho 1, Sierra de Chepes - Piloncho 2, Sierra de Chepes - Piloncho 20, Sierra de Chepes - Piloncho 21, Sierra de Chepes - Carmelita 16, Sierra de Chepes - Carmelita 17, Sierra de Chepes - Carmelita 18, Sierra de Chepes During fiscal year 2001 the Company wrote off the capitalized acquisition cost of $3,000 to operations. (b) Guatamala Pursuant to an agreement dated October 1, 1999, the Company has paid $9,250 of acquisition cost, spent $18,617 towards the required exploration program and earned a 50% interest in the San Diego Mineral Exploration Reconnaissance License. During fiscal year 2001 the Company wrote off the capitalized acquisition cost of $9,250 to operations. 7. Notes Payable Notes payable are unsecured, non-interest bearing and due on demand. 8. Reclassifications Certain reclassifications of prior-year balances have been made to conform to current year classifications. - -------------------------------------------------------------------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (A) General Patagonia Gold Corporation (the "Company" or "Patagonia") was incorporated under the laws of the State of Florida on March 31, 1993, under the name "Cayman Purchasing & Supply, Inc." The Company was inactive until it redirected its business efforts in mid 1997 following a change of management, which occurred on June 25, 1997, to the acquisition, exploration and, if warranted, the development of mineral resource properties. The Company changed its name to Patagonia Gold Corporation on October 13, 1997 to more fully reflect its business activities. This document contains numerous forward-looking statements relating to the Company's business. The United States Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. Operating, exploration and financial data, and other statements in this document are based on information the company believes reasonable, but involve significant uncertainties as to future gold and silver prices, costs, ore grades, estimation of gold and silver reserves, mining and processing conditions, changes that could result from the Company's future acquisition of new mining properties or businesses, the risks and hazards inherent in the mining business (including environmental hazards, 9 industrial accidents, weather or geologically related conditions), regulatory and permitting matters, and risks inherent in the ownership and operation of, or investment in, mining properties or businesses in foreign countries. Actual results and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise. None of the Company's properties contain any known Mineral Reserves. The Company's common stock is traded on the NASD's OTC Bulletin Board. (B) Significant developments during the six-month period ended June 30, 2002 During the six month period ended June 30, 2002 the Company continued to examine data relating to the potential acquisition of exploration properties in Argentina, Guatemala and Mexico. (C) Exploration and development The Company conducts exploration activities from its headquarters in Vancouver, Canada. The Company's strategy is to concentrate its investigations into: (i) Existing operations where an infrastructure already exists; (ii) Properties presently being developed and/or in advanced stages of exploration which have potential for additional discoveries; and (iii) Grass-roots exploration opportunities. The Company is examining data relating to the potential acquisition of other exploration properties in Argentina, Guatemala and Mexico. During fiscal 2001 the Company did not renew the mineral reconnaissance licence for its Guatemala mineral reconnaissance concession. The Company's property is in the exploration stage only and is without a known body of Mineral Reserves. Development of the property will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the Company's mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of the Company's operations will be, in part, directly related to the cost and success of its exploration programs, which may be affected by a number of factors. (D) Financial Information Six-month period ended June 30, 2002 versus six-month period ended June 30, 2001 Financing: The Company did not issue any shares during the six months ended June 30, 2002. The Company did not issue any common shares during the fiscal year ended December 31, 2001. Net Loss: For the six-months ended June 30, 2002 the Company recorded a net loss of $36,529 or $0.00 per share, compared to net income of $90,683 or $0.01 per share in 2001. Revenues: The Company had no operating revenues for the six-month period ended June 30, 2002 (2001 - $0). 10 Costs and Expenses: General and administrative expenses - For the six-months ended June 30, 2002 the Company recorded general and administrative expenses of $10,382 compared to $23,416 in 2001. Professional fees - accounting and legal - For the six-months ended June 30, 2002 the Company recorded legal fees of $2,000 compared to $(1,485) in 2001. For the six-months ended June 30, 2002 the Company recorded accounting fees of $5,589 compared to $9,809 in 2001. (E) Financial Condition and liquidity At June 30, 2002, the Company had cash of $103 (2001 - $38,722) and working capital of $663,288 (2001 - $942,672) respectively. Total liabilities at June 30, 2002, were $124,925 (2001 - $93,042), an increase of $31,883. During the six-month period ended June 30, 2002 investing activities consisted of additions to mineral properties $0 (2001 - $0), purchases of available-for-sale securities $0 (2001 - $289,813) and proceeds from the sale of available-for-sale securities $13,826 (2001 - $334,933). The Company recorded a gain of $4,719 (2001 - gain of $136,958) on the sale of available-for-sale securities. For the six-months ended June 30, 2002 the Company recorded a loss of $36,529, or $0.00 per share compared to income of $90,683 ($0.01 per share) in 2001. The Company has sufficient working capital to (i) pay its administrative and general operating expenses through December 31, 2002 and (ii) to conduct its preliminary exploration programs. Without cash flow from operations, it may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on its properties. Failure to obtain such additional financing may result in a reduction of the Company's interest in certain properties or an actual foreclosure of its interest. The Company has no agreements or understandings with any person as to such additional financing. None of the Company's properties has commenced commercial production and the Company has no history of earnings or cash flow from its operations. While the Company may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations. The Company has not declared or paid dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. PART II. OTHER INFORMATION ITEM 1. Legal Proceedings The Company is not party to any litigation, and has no knowledge of any pending or threatened litigation against it. ITEM 2. Changes in Securities Not Applicable ITEM 3. Defaults Upon Senior Securities Not Applicable 11 ITEM 4. Submission of Matters to a Vote of Security Holders The Company held its Annual General Meeting on June 28, 2001. At the meeting one shareholder holding 3,000,000 shares was present in person and 6,152,919 shares were represented by proxy. At the meeting unanimous approval by a show of hands was given in respect to: 1. The election of Messrs. Antonino G. Cacace, Terry Longair and Cosme M. Beccar Varela as directors of the Company, 2. The appointment of Moore Stephens Ellis Foster Ltd., as independent accountants for the Company and 3. To continue the Company as a British Virgin Islands International Business Company pursuant to section 84 of the International Business Companies Ordinance of the British Virgin Islands. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 3.1 Article of Incorporation of Cayman Purchasing & Supply, Inc. * 3.2 Company By-laws for Cayman Purchasing & Supply, Inc. * 3.3 Notice of reinstatement for Cayman Purchasing & Supply, Inc. * 3.4 Amendment to the Articles of Incorporation of Cayman Purchasing & Supply, Inc. * 3.5 Notice of filing of Amendment to the Articles of Incorporation of Cayman Purchasing & Supply, Inc. * 3.6 Notice of filing of Amendment to the Articles of Incorporation of Cayman Purchasing & Supply, Inc. changing its name to Patagonia Gold Corporation * 10.1 Agreement dated July 30, 1997 between The Company and Carrington International Limited * 10.2 Joint Venture Agreement between the Company and Aurora Gold Corporation * - -------- * Previously Filed (b) Reports on Form 8-K None. 12 SIGNATURES The Registrant certifies that the periodic report containing the financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer. 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 thereunder duly authorized. Date: August 9, 2002 BY: /s/ Terry Longair -------------- ------------------------------------- Terry Longair Director and President Date: August 9, 2002 BY: /s/ A. Cameron Richardson -------------- ------------------------------------- A. Cameron Richardson Secretary and Chief Financial Officer 13 -----END PRIVACY-ENHANCED MESSAGE-----