-----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, Ktvqm/sY0z9TXAoFK4jhx6HO+cuuNIs8+D9QrN2+vPOS0znrH7NxzvT4hjlJavzZ Gvouc1jo9UMUnxxzr1JGYA== 0001013762-04-001190.txt : 20041102 0001013762-04-001190.hdr.sgml : 20041102 20041102095848 ACCESSION NUMBER: 0001013762-04-001190 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST AFRICA GOLD INC CENTRAL INDEX KEY: 0000802206 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 911363905 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24262 FILM NUMBER: 041111806 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 672 1878 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 FORMER COMPANY: FORMER CONFORMED NAME: ADVEN INC DATE OF NAME CHANGE: 19920703 10QSB/A 1 june302004form10qsba.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File No. 000-24262 WEST AFRICA GOLD, INC. (Exact name of small business issuer as specified in its charter) Wyoming 91-1363905 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 245 Park Avenue, 39th Floor, New York, 10167 (Address of Principal Executive Offices) (212)672-1878 (Issuer's telephone number) (Former name, address and 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of October 28, 2004: 6,572,559,200 shares of common stock outstanding, $0.0001 par value. PAGE Part I-- FINANCIAL INFORMATION Item 1. Financial Statements............................................... 3 Item 2. Management's Discussion and Analysis of Financial Condition........ 11 Item 3. Control and Procedures............................................. 15 Part II-- OTHER INFORMATION Item 1. Legal Proceedings.................................................. 15 Item 2. Changes in Securities.............................................. 15 Item 3. Defaults Upon Senior Securities.................................... 15 Item 4. Submission of Matters to a Vote of Security Holders................ 15 Item 5. Other Information.................................................. 15 Item 6. Exhibits and Reports on Form 8-K................................... 15 Signature.................................................................... 16 2 WEST AFRICA GOLD, INC. BALANCE SHEET JUNE 30, 2004 (unaudited)
ASSETS Current Assets Cash $ 269 Shareholder advance 36,992 ---------------- Total current assets 37,261 ---------------- Deferred tax asset (net of $549,506) - ---------------- Total assets $ 37,261 ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 4,520 Investor advance 95,392 ---------------- Total current liabilities 99,912 ---------------- Commitments and Contingencies Stockholders' Equity Common stock, $.0001 par value, 10,000,000,000 shares authorized, 2,106,559,200 shares issued and outstanding 210,656 Stock issued for prepaid consulting expense (20,000) Stock subscription receivable (77,248) Additional paid-in-capital 716,494 Accumulated deficit - Deficit accumulated during exploration stage (892,553) ---------------- Total stockholders' equity (62,651) ---------------- Total liabilities and stockholders' equity $ 37,261 ================
See Notes to the Interim Financial Statements. 3 WEST AFRICA GOLD, INC. STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS For the Six Months and the Three Months Ended June 30, 2004, and 2003 (unaudited)
Cumulative During For the Six Months Ended For the Three Months Ended Exploration June 30, June 30, Stage 2004 2003 2004 2003 ---------------- ---------------- ------------- ---------------- ------------- Revenue $ - $ - $ - $ - $ - Expenses General and administrative expenses (697,261) (697,261) (2,688) (670,045) (1,874) Accounting fees (14,797) (14,797) (3,300) (8,797) (800) Consulting (29,252) (29,252) - (12,000) - Legal fees (50,797) (50,797) - (15,136) - Loss on disposal of assets (100,446) (100,446) - - - Depreciation expense - - (138) - (69) ---------------- ---------------- ------------- ---------------- ------------- Net loss before interest expense and income taxes (892,553) (892,553) (6,126) (705,978) (2,743) Interest expense - - (391) - (229) ---------------- ---------------- ------------- ---------------- ------------- Net loss before income taxes (892,553) (892,553) (6,517) (705,978) (2,972) Provision for income taxes - - - - - ---------------- ---------------- ------------- ---------------- ------------- Net loss $ (892,553) $ (892,553) $ (6,517) $ (705,978) $ (2,972) ================ ================ ============= ================ ============= Loss per share - - basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00) ================ ================ ============= ================ ============= Weighted average shares outstanding - - basic and diluted 2,044,812,403 2,044,812,403 11,572,670 2,072,392,403 11,572,670 ================ ================ ============= ================ =============
See Notes to the Interim Financial Statements. 5 WEST AFRICA GOLD, INC. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY For the Years Ended December 31, 2001, 2002, 2003, 2004
Common Additional Stock Other Common Stock Stock Paid-in Subscription Retained Comprehensive Total Shares Amount Subscribed Capital Receivable Deficit Deficit Equity -------------------------------------------------------------------------------------------------- Balance at December 31, 2001 4,919,670 $ 49 $ 1,171,963 $(806,436) $ (397,420) $(31,844) Shares issued in April 2002 for shareholder advances 6,653,000 67 33,198 - - 33,265 Reclassification adjustment for losses included in other comprehensive loss 397,420 397,420 Net income for the year ended December 31, 2002 (406,924) - (406,924) -------------------------------------------------------------------------------------------------- Balance at December 31, 2002 11,572,670 116 1,205,161 (1,213,360) - (8,083) Shares issued in December 2003 for shareholder advances and services 2,000,000 20 980 - - 1,000 Net income at year ended December 31, 2003 1,733 - 1,733 -------------------------------------------------------------------------------------------------- Balance at December 31, 2003 13,572,670 136 1,206,141 (1,211,627) - (5,350) Shares issued in January 2004 for the purchase of all outstanding stock in a reverse merger 2,000,006,400 14,514 (1,206,141) 1,211,627 - 20,000 Shares issued in February 2004 for services valued at $2,500 5,000,000 50 2,450 2,500 Shares sold for cash at $2.50 per share 480,000 5 119,995 (77,248) 42,752 Shares issued for consulting services valued at $40,000 in February 2004 80,000,000 800 39,200 40,000 Torecord a forward stock split in May 2004 194,401 (194,401) - Issuance of Subscribed stock 800 (800) - Shares issued for cash of $750,000 In June 2004 7,500,000 750 749,250 750,000 Net loss as of June 30, 2004 (877,161) (877,161) -------------------------------------------------------------------------------------------------- Balance March 31, 2004 2,106,559,070 $ 210,656 $ - $ 716,494 $ (77,248) $ - $(171,183) $(27,259) ==================================================================================================
6 See Notes to the Interim Financial Statements. WEST AFRICA GOLD, INC. STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2004 and 2003 (unaudited)
Cumulative During Exploration June 30, June 30, Stage 2004 2003 ----------- ---------- -------- Cash Flows from Operating Activities Net loss (892,553) (892,553) (6,517) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation expense - - 138 Loss on disposal of assets 446 446 Increase (decrease) in accounts payable 3,119 3,119 (1,051) Increase in accrued interest - - 391 Expenses paid via issuance of common stock 22,500 22,500 - ----------- ---------- -------- Net cash used in operating activities (866,488) (866,488) (7,039) ----------- ---------- -------- Cash Flows from Investing Activities Issuance of shareholder advance (750,000) (750,000) - Repayment of shareholder advance 713,008 713,008 - Purchase of mining rights (20,000) (20,000) - ----------- ---------- -------- Net cash used in investing activities (56,992) (56,992) - ----------- ---------- -------- Cash Flows from Financing Activities Proceeds from sale of shares 750,000 750,000 - Proceeds from shareholder advances - - 7,003 Proceeds from stock subscription receivable 31,782 31,782 - ----------- ---------- -------- Net cash provided by financing activities 781,782 781,782 7,003 ----------- ---------- -------- Net increase (decrease) in cash and cash equivalents (141,698) (141,698) (36) Cash and cash equivalents at December 31, 2003 and 2002 6,575 6,575 688 ----------- ---------- -------- Cash and cash equivalents at June 30, 2004 and 2003 (135,123) (135,123) 652 =========== ========== ========
Supplementary Information and Non Cash Transactions During the six and three months ended June 30, 2004 and 2003, no amounts were paid for interest or income taxes. In May 2004 there was a 1:10 forward stock split. In April 2004 the Company issued 80,000,000 shares of common stock for consulting expense and prepaid consulting of $40,000. In February 2004 the Company issued 5,000,000 shares of common stock for legal fees of $2,500. In February 2004 the Company issued 480,000 shares of common stock for a subscription receivable of $120,000. In January 2004 the Company issued 2,000,000,064 shares of its common stock in a reverse merger with three foreign companies in exchange for mining rights of $100,000, accounts payable of $95,392 and goodwill of $15,392. In April 2002 the Company issued 665,300 shares of its common stock to retire $28,819 of the shareholder advances and $4,446 of related interest. See Notes to the Interim Financial Statements. 7 WEST AFRICA GOLD, INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE INTERIM FINANCIAL STATEMENTS June 30, 2004 (unaudited) 1. Basis of Presentation The accompanying unaudited interim financial statements of West Africa Gold, Inc., formerly known as Adven, Inc. (the "Company"), have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, pursuant to the Securities and Exchange Commission rules and regulations. In management's opinion, all adjustments necessary for a fair presentation of the results for the interim periods have been reflected in the interim financial statements. The results of operations for any interim period are not necessarily indicative of the results for a full year. All adjustments to the financial statements are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Such disclosures are those that would substantially duplicate information contained in the most recent audited financial statements of the Company, such as significant accounting policies and stock options. Management presumes that users of the interim statements have read or have access to the audited financial statements and notes thereto included in the Company's most recent annual report on Form 10-KSB. Exploration Stage Company In January 2004 the Company was acquired by three foreign companies in a reverse merger. (See Note 2). Since Adven, Inc. was a dormant company, and West Africa Gold, Inc (the surviving company from the reverse merger) is expanding its activities into mining in West Africa, the Company is in the exploration stage. Going Concern These financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained recurring losses over the past years and currently has no source of operating income. Although in February 2004 480,000 common shares were sold for $120,000 (see Note 4), and in June 2004 a further 7,500,000 shares were sold for $750,000, the Company's cash flow and existing credit may be insufficient to fund the Company's cash flow needs based on the expenses expected to be incurred during the next year. 8 WEST AFRICA GOLD, INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE INTERIM FINANCIAL STATEMENTS June 30, 2004 (unaudited) 2. Acquisitions On January 7, 2004, the Company issued 200,000,640 shares of its common stock for the purchased 100% of the voting stock of Barnard Castle Limited, Valley Forge Limited, and Steinbeck Limited (Barnard, Valley and Steinbeck). The acquisition was made for the purpose of acquiring certain rights to prospect for minerals in certain concession areas in the Republic of Mali. The Company changed its name to West Africa Gold, Inc. The acquisition is being treated as a reverse merger, for accounting purposes, as there was a change in control of the Company. In the reverse merger, the Company recapitalization of the stockholder's equity, the prior accumulated deficit ($1,211, 627) was offset to the additional paid in capital and common stock. 3. Mining Interests The Company acquired mining rights valued at $100,000 as part of the merger. As the Company is in the exploration stage, the mining rights will be written off as exploration costs. In August 2004 the Company acquired mining rights in North America. During the three months ended June 30, 2004, the Company paid $20,000 as an advance related to this acquisition. (See Note 7). 4. Stock Subscriptions Receivable In February 2004 a related party purchased 480,000 common shares for $120,000. The balance due from the investor at June 30, 2004, was $77,248. 9 5. Capital Stock In January 2004 the Company issued 2,000,000,064 shares of its common stock with $0.0001 par value, for all the outstanding stock of Barnard, Valley and Steinbeck in a reverse merger. In February 2004 the Company issued 5,000,000 common shares for legal fees of $2,500. Also in February 2004 the Company sold 480,000 common shares for a subscription receivable of $120,000. In April 2004 the Company issued 80,000,000 common shares for consulting fees valued at $40,000. In May 2004 there was a 1:10 forward stock split. In June 2004 the Company sold 7,500,000 shares for cash of $750,000. 6. Related Party Transactions The company rented office space on a month-to-month basis from an officer in order to perform administrative functions. For the six months ended June 30, 2003, rent of $1,376 was expensed. As part of the January 2004 merger the Company acquired a payable of $95,392 to a related party. There were no terms of repayment of this debt and no interest was due. The entire $95,392 was payable at June 30, 2004. In February 2004 the Company sold 480,000 common shares for a stock subscription of $120,000. As of June 30, 2004, the amount due to the Company is $77,248. In June 2004, the Company sold 7,500,000 shares of stock for $750,000. This amount was transferred to a related party and all current liabilities were paid by the related party. At June 30, 2004, there was a receivable due to the Company of $36,992. 7. Subsequent Events In July 2004 the Company issued 6,000,000 shares of Common stock as appointment incentives for members of the Advisory Committee. In August 2004 the Company sold 20,000,000 shares of common stock for $1,000,000. The Company acquired mineral rights in North America in August 2004. (See Note 3) 10 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations - -------------------------------------------------------------------------------- INTRODUCTION We have acquired certain rights to prospect for minerals in certain concession areas in the Republic of Mali. Five projects are considered, namely Toubikoto (Gold), Manianguinti (Gold), In Darset (Gold, Base Metals), Anefis (Gold, Base Metals) and Touban (Nickel, Copper, pge's). The five projects are in three areas, viz., south-west, north and south-east of Mali. As such, the five projects are presently at different levels of prospectivity and all require additional work to prove their defined resource base. COUNTRY AND MINING PROFILE The major producing gold mines and exploration targets are mostly confined to the Birimian Series greenstone belt that extend from the western Mali border from neighbouring Senegal, across the central and southern parts of the country. The granite-greenstone belts are Archaen-age bodies (2700 - 3500 Ma) and consist typically of ancient metasediments and volcanic piles, granitic rocks and various intrusives, usually highly folded and sheared through geological time. The belts appear typically as remnants surrounded by younger granites with the gold mineralisation commonly found in these belts throughout Africa, particularly within shear zones and quartz veins. THE PROSPECT AREAS a) The In Darset and Anefis projects The two projects are located in the north of the country, a relatively short distance form the Algerian border and the In Darset permit includes the larger resource and the best grade identified in the group's projects. They are located in the Adrar des Iforas on the western side of the Trans-Sahara highway which connects Oran, Algeria on the Mediterranean coast with Gao on the Niger River to the south. The 1 175 kilometre road from Bamako to Gao on the Niger River is paved and there are twice-daily ferries across the river to the north bank for vehicles of all sizes up to full-sized tractor trailers. The Anefis permit is some 350 kilometres north of Gao, along the Tilemsi valley of the Trans-Sahara and In Darset lies 50 kilometres beyond it. The region lies in the `Kidal Cercle' or special development region centred around the town of Kidal, located some 150 kilometres south of the Aguel'hoc junction between the two permits. The only other village in the area is Tessalit in the north of the In Darset permit, near the Algerian border. The Adrar area is underlain by the Tuareg Shield with Early and Late Proterozoic volcano-sedimentary rocks draped over it as an antiform with locally developed Pan-African conglomerates. The permit areas are largely underlain by metamorphosed Late Proterozoic volcano-sedimentary rocks that have been intruded by lesser large-scale syn- to post-tectonic granitoids and smaller gabbroic bodies. The two permit areas are underlain by greywacke schists and supposed marine-laid tillites and In Darset has a single basin of Pan-African conglomerates surrounding an anorogenic alkaline complex. The areas are located over a major structural `suture zone' expressed by a major gravimetric low. In Anefis exploration was carried out by the SONAREM in the same period as In Darset, 1968 - 1969, The exploration combined the same sort of geochemical and geophysical surveys, including magnetics and electro-magnetics they undertook to the north. The surveys were followed up by pitting, trenching and drilling. b) The Touban Copper-Nickel and Platinum Project The Kadiolo-Touban area is in south-eastern Mali, near the border with the Ivory Coast and Burkina Faso (former Upper Volta). The regional centre Kadiolo is some 300 kilometres due south of the Mali capital Bamako (some 400 kilometres by road) and some 75 kilometres by road south of Sikasso on the main Bamako - Burkina Faso road. The concession area measures some 104 square kilometres and lies some 3 kilometres from Kadiolo. It includes the village of Touban and the copper-nickel and platinum anomaly lies on a small hill immediately to the east and south-east of the village. The principal anomaly is contained on this hill with elongated north-north-west - south-south-east axis and measuring some 2000 by 600 metres. Geology 11 The geology of the area has been reported from various sources, following the geological reports on the geochemical sampling, drilling and analysis undertaken by the Mali BRGM (Bureau of Geological and Mining Research) under the Direction National de la Geologie et Mines undertaken from the 1970's. This followed from an extensive petrographic study of the samples obtained and detailed Atomic Absorption Spectrophotometry geochemical analysis of prepared sections from the boreholes and samples. The Touban hill is an intrusive basic-ultrabasic elongated plug-like body that contains two petrographically distinct facies, a ultrabasic peridotitic-type partly serpentinised facies and a gabbroic facies with little mineral alteration. The petrographic and geochemistry studies indicate that the Touban intrusive is differentiated from a komatiite magma with similar mineralogy and geochemical characteristics of other known stratified basic-ultrabasic bodies with massive sulphide mineral association. This factor is significant from the point of view of the mineral economic potential of the body. There is a correlation between the disseminated sulphide minerals and both nickel and platinoid values, indicating a strong magmatic differentiation within the Touban intrusive. It is concluded that the sulphide association and the modest nickel-copper and platinoid values obtained are similar to other intrusive bodies, including the famous Kambalda, Western Australia. Previous work All previous drilling stopped at 80 metres regardless of results and two boreholes were stopped in mineralisation (K 2, 4). Some of the boreholes are shown below. Six holes drilled in the Cu-Ni target registered values as follows
Hole Interval Rock type Average Average Mineralised No. (m) Cu % Ni % Section (m) Cu % Ni % - ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- ------- K 1 0 - 80 Pyroxenite,gabbros,Mg 0,017 0,240 0 - 6 0,43 - ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- ------- K 2 0 - 38 Mg-pyroxenite 38 - 69 Pyroxenite,Fe-Mg min. 0,05 0,23 57 - 69 0,12 0,23 69 - 81 Pyroxenites, gabbros 0,393 76 - 81 0,12 0,27 - ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- ------- K 3 0 - 20 Mg-pyroxenite, serpent 20 - 36 Gabbro, pyroxenite 0,04 0,18 23 - 38 0,11 0,17 38 - 80 Mg-pyroxenite, gabbro - ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- ------- K 4 0 - 80 Pyroxenite, S at base 0,05 0,23 76 - 80 0,11 0,28 - ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- ------- K 5 0 - 80 Pyroxenite, gabbro 0,02 0,17 0 - 13 0,06 0,3 - ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- ------- K 6 0 - 20 Serpent. Pyroxenite 0 - 8 0,05 0,23 20 - 30 Serpentinite, gabbros 8 - 25 0,1 0,26 25 - 30 0,03 0,06
c) The Toubikoto and Manianguinti projects These two projects in the same area in the Kenieba region in western Mali, and in the vicinity of the more famous Segala and Tabakoto permits, and some 15 kilometres north of the government administrative centre of Kanieba, can be considered together, even though they are separate concessions (permits). Kanieba is accessible by the laterite air strip from Bamako 360 kilometres to the south-east, and by road ; access from the rail terminal Kayes on the Dakar, Senegal to Bamako railroad is by good 60 kilometre road. The permit areas measure some 8 square kilometres each. The permit areas actually adjoin each other for some 1 000 metres to the south of Toubikoto and north of Manianguinti. To the west of Toubikoto is the Segala permit and to its south and west of Manianguinti is the Keita (also known as Dar Salam) permits, whereas to the south of both Dar Salam and Manianguinti is the Tabakoto permit. Manianguinti was covered by a reconnaissance geochemical soil survey of 1 651 samples that identified 6 distinct anomalous gold zones, with 3 zones considered to be a high priority. Gold values in the soils over the major anomalies average about 2,0 g/t and these coincide with the north-east trending shear zone related to the mineralisation at Tabakoto and Medinandi and continuing to the Moralia artisanal area in the eastern part of the Segala permit. The other anomalies are in sedimentary sequences and mineralisation appears to be strongly structurally 12 controlled, as is the case in the entire area. There is strong evidence here that high-grade gold quartz were injected into sheared felsic rocks at depth, and drilling in some of the anomalies is imperative. The Toubikoto prospect was similarly covered with a geochemical soil survey of 1 566 samples that identified 10 strong anomalies very similar and with the same association to those at Manianguinti above. The anomalies are strongly related to the north-east - south-west trending fracture zone and associated structural shears en-echelon and in most cases, small granitic intrusive bodies and associated quartz veining are reported associated with the anomalies. Exploration to trial mining The thrust of the group's activities in Mali in the next three years is related to the exploration of the various areas and targets, with various stages of geological prospecting for a period of three years, possibly leading to later-stage feasibility studies with advanced mining, metallurgical and other studies, and possibly trial mining phases. DRILLING PROGRAM - $1.5M PRE- OPERATING COSTS: o Branch company startup, legal fees , registration public mining registry - $10,000.00 o Office/warehouse rental- 12 months/ renewable- $900/month - $10,800.00 annual o Office supplies, setup, communications, computers/accessories, drafting equipment, basic furniture, other - $15,000.00 o Aero/sat/topo mapping - $2,500.00 o Initial travel, in country expenses to setup up infrastructure: $15,000 o Contingencies in Preop: $10,000 Total estimated pre-op capex (expl. budget)- $63,300.00 FIELD WORK CAPEX - A.- EXPLORATION PROGRAM - ( Preliminary ) - An in-depth preliminary geological survey will be initiated by a local Geological Team and Management to include the following: All exploration work shall be conducted in a manner such that data obtained can be readily transported to conventional mine modelling and analysis systems. All exploration work shall be designed to conform to a data standard that allows the greatest possible ease of translation and conversion such that incidental costs of data processing can be minimized. All data processing shall be computed on JV partner's systems and no third parties shall have access to the databases or the raw data input streams. The preliminary exploration program shall consist of: o Thorough topographical survey of total concessions area by contract personnel, confirming boundaries and installing survey markers for all concessions. o Conclusively characterize and map outcrop pattern and attitude of all known ore bodies at appropriate scale. Map and annotate underground workings and surface workings. o Conduct preliminary geological survey for additional new ore potential throughout extent of concessions to assess midterm potential for additional acquisitions of rights and to assess maintenance rational for current holdings. o Establish mine office, purchase necessary equipment and establish field and in mine geotechnical crews. o Design and implement automation systems for all mine, exploration, management, and development tasks, purchase required hardware/software. o Develop drilling plans for first campaign, with the following objectives: 13 o Characterize extent of ore bodies to depth down dip, characterize spatial relationships of ore bodies at depth, define structural controls and gross features of overall mine zone. o Assess logistics and requirements for drilling campaign solicit contractor bids. Total cost estimate Pre-Op/ Prelim Exploration =$215,000.00 Timeframe: 60-90 days EXPLORATION PROGRAM -(first phase) - o Select drilling contractor and mobilize crew/s rig/s according to requirements of schedule and goals of program. o Initial 500 meter holes down dip in all five projects ore bodies to characterize at depth. o Multiple holes in mine and at surface in both In Darset and Toubikoto veins to confirm and refine established reserves and characterize maximum possible potential as necessary to total up to 3800 meters. o If feasible and budget is not exhausted by the preceeding or utilizing unexpended contingency funds or both, to intersect mineral structures at depth for determining long term feasibility and mining strategy. Total cost estimate: 6800 meters x $100.00/meter = $680,000.00 Assay /laboratory testing results, final proven reserve geological report, including audit sign off from independent consultants = $130,000.00 Total costs - first phase drilling program: $610,000.00 Administration & Office, crew, supervisors, management : $253,500.00 ( year) Contingencies: $150,000.00 Total costs -preliminary/first phase drilling exploration program: $1,500,000 14 Item 3. Controls and Procedures - ------------------------------- (a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer (collectively the "Certifying Officers") maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC. (b) Changes in internal controls. Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information. None Item 6. Exhibits and Reports of Form 8-K. (a) Exhibits 31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (b) Reports of Form 8-K None. 15 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. WEST AFRICA GOLD, INC. Date: November 2, 2004 /s/ Richard Axtell ------------------ Richard Axtell President, Secretary and Director 16 EX-31 2 june3020041qsbaex311.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard Axtell, certify that: 1. I have reviewed this Amendment No. 1, on Form 10-QSB, of WEST AFRICA GOLD, INC.; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report; 4. The small business issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financing reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involved management or other employees who have a significant rile in the small business issuer's internal control over financial reporting. Date: November 2, 2004 /s/ Richard Axtell --------------------- Richard Axtell Chief Executive Officer and Chief Financial Officer EX-32 3 june30200410qsbaex321.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report, Amendment No. 1 to Form 10-QSB of West Africa Gold, Inc., Inc. for the Quarter Ending June 30, 2004, I, Richard Axtell, Chief Executive Officer and Chief Financial Officer of West Africa Gold, Inc. hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that: 1. Such quarterly report, Amendment No. 1 to Form 10-QSB for the period ending June 30, 2004, 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 such Quarterly Report, Amendment No. 1 to Form 10-QSB for the period ended June 30, 2004, fairly represents in all material respects, the financial condition and results of operations of WEST AFRICA GOLD, INC. Dated: November 2, 2004 WEST AFRICA GOLD, INC. By: /s/ Richard Axtell - ----------------------- Richard Axtell Chief Executive Officer Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----