-----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, UJs5U8ns7N2NN2frywxHS6WcE72EMrq/u8IMqpplMLCP8A+C9BB+HyHy5WOk7Hy+ eJOsEomiE0Q8KR7SJBM+vg== 0001013762-05-000791.txt : 20050630 0001013762-05-000791.hdr.sgml : 20050630 20050629174846 ACCESSION NUMBER: 0001013762-05-000791 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT WEST 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24262 FILM NUMBER: 05926242 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: WEST AFRICA GOLD INC DATE OF NAME CHANGE: 20040915 FORMER COMPANY: FORMER CONFORMED NAME: ADVEN INC DATE OF NAME CHANGE: 19920703 10QSB 1 mar31200510qsb.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 March 31, 2005 [ ] 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 GREAT WEST 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 June 29, 2005: 9,861,754,440 shares of common stock outstanding, $0.0001 par value. Part I-- FINANCIAL INFORMATION Item 1. Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition Item 3. Control and Procedures Part II-- OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signature Item 1. Financial Information - ----------------------------- BASIS OF PRESENTATION The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of 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 occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended March 31, 2005 are not necessarily indicative of results that may be expected for the year ending December 31, 2005. The financial statements are presented on the accrual basis. GREAT WEST GOLD, INC. (An Exploration Stage Company) CONDENSED FINANCIAL STATEMENTS March 31, 2005 (Unaudited) TABLE OF CONTENTS Page Condensed Balance Sheet 1 Condensed Statements of Operations 2 Condensed Statements of Cash Flows 3 Notes to the Condensed Financial Statements 4 GREAT WEST GOLD, INC. (An Exploration Stage Company) CONDENSED BALANCE SHEET For the period ended March 31,
2005 (Unaudited) ASSETS --------------- ------ Cash $ - Total Current Assets $ - --------------- TOTAL ASSETS $ - =============== LIABILITIES AND SHAREHOLDERS' DEFICIENCY ---------------------------------------- Current Liabilities: Accounts payable $ 10,270 Related party payable 878,647 Total Current Liabilities 888,917 --------------- Shareholders' Deficiency: Common stock, $0.0001 par value, 2,000,000,000,000 shares authorized, 10,341,754,427 issued and outstanding 1,034,176 Additional paid-in capital 11,776,329 Accumulated deficit (13,699,422) --------------- Total Shareholders' Deficiency (888,917) --------------- Total Liabilities and Shareholders' Deficiency $ - ===============
The accompanying notes are an integral part of these financial statements. 1 GREAT WEST GOLD, INC. (An Exploration Stage Company) CONDENSED STATEMENTS OF OPERATIONS
Period from January 7, 2004 Three Months Ended March 31, (inception)to 2005 2004 March 31, 2005 --------------- --------------- ----------------- (Unaudited) (Unaudited) NET SALES $ $ $ Expenses General and administrative expenses 260,853 11,824 5,674,822 Accounting fees 7,500 6,000 34,547 Consulting 9,678 17,252 4,605,644 Legal fees 3,180 35,661 73,625 Loss on disposal of assets - 446 - Exploration costs 20,000 115,392 3,310,784 --------------- --------------- --------------- LOSS BEFORE PROVISION FOR INCOME TAXES 301,211 186,575 13,699,422 Provision for income taxes - - - --------------- --------------- --------------- Net loss $ (301,211) $ (186,575) $ (13,699,422) =============== =============== =============== Loss per share - basic and diluted $ (0.00) $ (0.00) $ (0.00) =============== =============== =============== Weighted average number of common shares outstanding - basic and diluted 10,458,838,806 201,540,574 10,458,838,806 =============== =============== ===============
The accompanying notes are an integral part of these financial statements 2 GREAT WEST GOLD, INC. (An Exploration Stage Company) STATEMENTS OF CASH FLOWS
Period from January 7, 2004 Three Months Ended March 31, (inception) to 2005 2004 March 31, 2005 --------------- --------------- ----------------- (Unaudited) (Unaudited) Cash Flows From Operating Activities: Net Loss $ (301,211) $ (186,575) $ (13,699,422) Issuance of common stock for services 12,500 7,541,450 Adjustments to reconcile net income to net cash provided by operating activities: Loss on disposal of assets - 446 - Exploration costs - 115,392 - Changes in current assets and liabilities: Other current assets - - (945) Accounts payable (22,335) 20,149 10,270 Related party payable 323,546 878,647 --------------- --------------- --------------- Net Cash Provided by (Used in) Operating Activities - (38,088) (5,270,000) --------------- --------------- --------------- Cash Flows from Investing Activities: --------------- --------------- --------------- Net Cash Used in Investing Activities - - - --------------- --------------- --------------- Cash Flows from Financing Activities: Issuance of common stock - 31,782 5,270,000 --------------- --------------- --------------- Net cash provided by Financing Activities - 31,782 5,270,000 --------------- --------------- --------------- Net Decrease in Cash and Cash Equivalents - (6,306) - --------------- --------------- --------------- Cash and Cash Equivalents - Beginning of Period $ - $ 6,575 $ - --------------- --------------- --------------- Cash and Cash Equivalents - End of Period $ - $ 269 $ - =============== =============== ===============
The accompanying notes are an integral part of these financial statements. 3 GREAT WEST GOLD, INC. (A Exploration Stage Company) NOTES TO THE CONDENSED FINANCIAL STATEMENTS March 31, 2005 (Unaudited) NOTE A - DESCRIPTION OF THE BUSINESS Business Activity In January 2004 the Company was acquired by three foreign companies in a reverse merger. 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. As the Company is in the exploration stage all exploration costs will be expensed. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the Company's annual financial statements, notes and accounting policies included in the Company's annual report on Form 10-KSB for the year ended December 31, 2004 as filed with the SEC. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of financial position as of March 31, 2005 and the related operating results and cash flows for the interim period presented have been made. The results of operations, for the period presented are not necessarily indicative of the results to be expected for the year. Mineral Property Costs Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. From that time forward, the Company will capitalize all costs to the extent that future cash flows from mineral reserves equal or exceed the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. Costs related to site restoration programs will be accrued over the life of the project. To date the Company has not established any proven reserves on its mineral deposits. 4 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations - -------------------------------------------------------------------------------- INTRODUCTION We acquired certain rights to prospect for minerals in certain concession areas in the Republic of Mali and we subsequently terminated its involvement in the five Malian Mining Projects in order to focus on its Gold Projects in Arizona, SA, acquired in September 2004. Pursuant to the Stock Purchase Agreements, we acquired one hundred percent (100%) of the issued and outstanding shares of common stock of Golden Sierra and Western Gold in exchange for a total of 4,000,000,000 shares of our common stock. Pursuant to the Agreement, Golden Sierra and Western Gold became our wholly owned subsidiaries. Golden Sierra Golden Sierra controls one hundred (100%) percent of Mockingbird, Great West, Hall (Dandy), and Pocahontas, being the gold mining prospects in Mohave County, Arizona. The Mockingbird mineralisation is tectonically and structurally controlled, an important feature which may not have received sufficient attention from previous owners of the property. Mockingbird is an historic gold producer, with some 15,000 ounces from high-grade ore at an average grade of 0.8 oz/ton being produced. Most of this production was from the Mockingbird Mine itself, the centerpiece of the Company's present land position. Other mines which produced gold at this location included the Great West, the Hall (Dandy) and the Pocahontas Mines, all of which are included in the Company's property. The Mockingbird Project contains a new and important type of gold deposit, a "detachment fault" deposit (first recognized as a separate form of gold deposit in the 1980s), the best example of which is Copperstone. This was the biggest gold discovery in Arizona in the past 50 years. Cyprus Gold profitably mined the 500,000 oz open pit Copperstone resource during the 1980s. Based on underground drilling by the American Bonanza company, it is likely that the underground high-grade resource at Mockingbird is even larger. The Company's mining title consists of 2,500 acres of mineral rights comprising a number of federal claims with 3 lode deposits and 16 placer deposits, as well as the Mockingbird Claims. Significantly, these include the 4 existing mines - Mockingbird, Great West, Hall (Dandy) and Pocahontas, all of which contributed significantly to the past gold production in this important gold producing mining district. Mineralization is found both in quartz veins and in breccia zones hosted by steep faults, with the mines located along north-west to east-west striking, north-dipping to flat quartz veins containing specular hematite, oxidized copper and free gold. The nature of these structures and associated mineralization suggest even further potential for a major detachment fault-associated gold/copper deposit, similar to the proven and mined Copperstone and Mesquite deposits. The Mockingbird Project area therefore has the potential for the development of a large gold reserve. Anaconda estimated a deposit at Mockingbird of at least 10 million tons grading 0.05 to 0.1 oz/ton gold, with additional resources of silver and copper, putting the potential deposit size in the range of 500,000 to 1,000,000 ounces of gold, approximately the same size as Copperstone. The Anaconda estimate is corroborated by US Geological Survey Open File Report 92-002 and the Arizona Department of Mines and Mineral Resources. Western Gold Western Gold controls 100 percent of certain mineral rights relating to the Bouse property in Arizona. These mineral rights consist of twelve placer claims spread over 1,300 acres in La Paz County, located just north of the Plomosa Fault and include the Little Butte, Flat Fault, and Arrastre projects. The 1,300 acre Bouse gold (silver - copper) property situated in the La Paz area of western Arizona, USA, near the California border. The mineralising event at Bouse was a mid-Tertiary epithermal event, causing complex mineralisation of gold, fluorite, barite, and associated metals into previous copper-specularite mineralisation. The prime cause was regional crustal extension along the Plomosa Fault, just north of the Plomosa Mountains, which 5 has now been identified as a detachment fault. The "detachment fault" style of deposit is best seen at Copperstone, the biggest gold discovery in Arizona in the past 50 years, where 500,000 ounces of gold were profitably by Cyprus Gold in the open pit there. The Mesquite mine is another of this type. Mineralisation at Bouse is located primarily below the fault trace, in the lower plate, in pre-Cambrian rocks older than 1 billion years. Mineralization is found both in steeply dipping quartz veins and in laterally extensive breccia zones. The nature of these structures and associated mineralization over almost all of the 1,300 acres suggest further potential for major detachment fault gold deposits, and other deposits associated with this style of mineralisation. The Bouse area is an historic gold producer, with the Little Butte open pit and underground mines as known producers. Importantly, the historical grade recovered here averaged over 0.4 oz/ton. Around 2/3 of this production was from the Little Butte Mine, where the Arizona Department of Mines and Mineral Resources has recorded that the results of a 16-hold drilling programme showed about 5 million tons of inferred ore grading between 0.05 and 0.30 oz/ton. Others areas of interest within the Company's 1,300 acres are the Brindle Claims, the high grade Arrastre Mine, the Blue Slate Mine and the Flat Fault Mine. The Company is now "hiving off" its Arizona Gold Mining Projects, Sierra Gold and Western Gold into two new separate companies. These companies will operate independently of each other but remain under the control of Great West Gold, Inc. The two new mining companies will each raise capital from external sources to fund the Company's mining plans for these projects. It is anticipated that this will result in an acceleration of the Company's plans to bring these Gold Mining Projects to production. Berlin-Bremen Stock Exchange The Company's shares were admitted for trading on the Berlin-Bremen Stock Exchange by a Broker without the knowledge, approval or cooperation of the Company. Our Corporate Counsel has demanded that the company's shares be delisted from the Berlin-Bremen Stock Exchange with immediate effect. We have taken this action because they have never asked for any information or contacted our Company in any regard, and therefore we are convinced that someone other than our Company had an interest to have our shares traded on this exchange. We have deemed this to not be in the best interest of our Company and our shareholders as this abuse is now very widespread and is used only for the purposes of the short selling of Company's stock, a practice which is illegal. The rash of naked shorting is rumored to now being orchestrated through this unregulated exchange. We believe that the constant selling pressure on our shares in the market for some time, despite positive news, is linked to this unauthorized listing. We are reliant upon Sloane Holdings Limited ("Sloane") for our funding; and should Sloane elect not to extend additional funds to us, we will not be in a position to develop our mining concessions without raising additional funding. Furthermore, the delay in funding may impact upon our ability to complete our planned restructuring; and should that not take place, we will not be in a position to develop our mining concessions. Critical Accounting Policies Great West Gold's financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements. Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, Great West Gold views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Great West Gold's consolidated financial statements and require management to use a greater degree of judgment and 6 estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report. 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 We filed an 8K on February 16, 2005 based on a change in accountant. 7 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. GREAT WEST GOLD, INC. Date: June 29, 2005 /s/ Richard Axtell -------------- Richard Axtell President, Secretary and Director 8 EX-31 2 mar31200510qsbex311.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 Form 10-QSB of Great West 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: June 29, 2005 /s/ Richard Axtell -------------- Richard Axtell Chief Executive Officer and Chief Financial Officer EX-32 3 mar31200510qsbex321.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 on Form 10-QSB of Great West Gold, Inc., Inc. for the Quarter Ending March 31, 2005, I, Richard Axtell, Chief Executive Officer and Chief Financial Officer of Great West 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 of Form 10-QSB for the period ending March 31, 2005, 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 on Form 10-QSB for the period ended March 31, 2005, fairly represents in all material respects, the financial condition and results of operations of Great West Gold, Inc. Dated: June 29, 2005 GREAT WEST GOLD, INC. By: /s/ Richard Axtell -------------- Chief Executive Officer Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----