-----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, QrjDv17s8XutQPrBWAGwN6Zd98CG1b67YCHpY8vLx4vwf4zNKYWdiAlcrAsMV5aV xiDMesRW6EWPtn0E9pT1LA== 0001021890-97-000180.txt : 19970522 0001021890-97-000180.hdr.sgml : 19970522 ACCESSION NUMBER: 0001021890-97-000180 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970512 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970521 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISCHER WATT GOLD CO INC CENTRAL INDEX KEY: 0000844788 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 880227654 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17386 FILM NUMBER: 97612454 BUSINESS ADDRESS: STREET 1: 1621 NORTH 3RD STREET STREET 2: SUITE 1000 CITY: COEUR D'ALENE STATE: ID ZIP: 83814 BUSINESS PHONE: 208-664-67 MAIL ADDRESS: STREET 1: 1621 NORTH 3RD ST STREET 2: STE 1000 CITY: COEUR DALENE STATE: ID ZIP: 83814 8-K/A 1 AMENDED CURRENT REPORT ON FORM 8-K DATED 01/29/96 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 1996 ---------------- FISCHER-WATT GOLD COMPANY, INC. ----------------------------------------------------------------------- (Exact name of registrant as specified in charter) NEVADA 0-17386 88-0227654 - ----------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) file number) Identification No.) 1621 North 3rd Street, Suite. 1000 Coeur d'Alene, Idaho 83814 - ----------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 208-664-6757 - ----------------------------------------------------------------------- Item 2. Acquisition or Disposition of Assets. - ------ ------------------------------------- On January 29, 1996 Fischer-Watt Gold Company, Inc., ("FWG"), acquired Great Basin Management Co., Inc., ("GBM"), through the merger of a subsidiary of the Company, GBM Acquisition Corp., with GBM. This significant acquisition results in FWG owning 100 percent of the business and assets of GBM (and its wholly-owned subsidiary, Great Basin Exploration and Mining Co., Inc.) which will continue to operate as a wholly-owned subsidiary of FWG. GBM, holds leases on several mineral properties in the Battle Mountain-Eureka Trend in Nevada as well as additional exploration properties in Nevada and California. Dr. Anthony P. Taylor was the largest shareholder, President and a Director of GBM. He is also a Director of FWG. His potential conflict of interest was taken into consideration by FWG's board of directors and the merger was approved in good faith by a vote sufficient for the purpose without counting Dr. Taylor's vote. Pursuant to the terms of the merger, FWG issued 4,125,660 shares to the shareholders of GBM. The amount of consideration was not determined by reference to any particular principle, but rather was determined solely as the result of extensive arm's-length negotiations. Following the merger, Dr. Taylor was appointed Vice President, Exploration of FWG. Effective September 16, 1996, Dr. Taylor resigned as Vice President, Exploration and is from time to time engaged by FWG as a consultant. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- (a) Financial Statements of Business Acquired ----------------------------------------- (1) Attached hereto as Exhibit 4 are the Great Basin Exploration and Mining Co.,Inc. Balance Sheets as of June 30, 1995 and 1994 and related Statement of Operations and Statement of Changes in Stockholder's Equity (Deficit) for the two year period ended June 30, 1995 and the Independent Auditor's Report. (b) Pro Forma Financial Information. ------------------------------- (1) Fischer-Watt Gold Company, Inc. Pro Forma Condensed Consolidated Balance Sheet (unaudited) January 31, 1996. See page 4. (2) Fischer-Watt Gold Company, Inc. Pro Forma Condensed Consolidated Statement of Operations (unaudited) for the year ended January 31, 1996. See page 5. (3) Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited). See page 6. 2 (c) Exhibits -------- Exhibit Item No. 601 Code Exhibit - ------- -------- ------- 1 2 Articles of Merger Merging GBM Acquisition Corp., into Great Basin Management Co., Inc., dated January 25,1996. Filed as Exhibit 1.2 to Form 8-K filed February 3, 1996 and incorporated herein by reference. 2 2 Plan of Reorganization and Agreement among Fischer-Watt Gold Company, Inc., GBM Acquisition Corp., and Great Basin Management Co., Inc., dated January 3, 1996. The following Schedules and Exhibits are a part of the Plan of organization and Agreement and will be provided to the Commission upon request. Filed as Exhibit 2.2 to Form 8-K filed February 3, 1996 and incorporated herein by reference. Schedule 3.3 Purchaser's disclosure of Absence of Breach; No Consents Schedule 4.2 Company's disclosure of Capitalization Schedule 4.4 Company's disclosure of Absence of Breach; No Consents Exhibit 7.1(9) Letter of Employment Understanding Exhibit 7.1(10) Investment Representation Letter 3 20 Letter to Shareholders from George Beattie, Chairman and Chief Executive Officer dated February 3, 1996. Filed as Exhibit 3.20 to Form 8-K filed February 3, 1996 and incorporated herein by reference. 4 99 Great Basin Exploration and Mining Co.,Inc. Balance Sheets as of June 30, 1995 and 1994 and related Statement of Operations and Statement of Changes in Stockholder's Equity (Deficit) for the two year period ended June 30, 1995 and the Independent Auditor's Report. 3
Fischer-Watt Gold Company, Inc. Pro Forma Condensed Consolidated Balance Sheets (unaudited) January 31, 1996 HISTORICAL PRO FORMA ------------------------- ------------------------------- FWG GBM ADJUSTMENTS COMBINED (A) CURRENT ASSETS: Cash ................................. $ 263,000 $ 3,000 $ 266,000 Accounts receivable .................. 744,000 33,000 777,000 Due from related parties ............. 221,000 -- (123,000)(2) 98,000 Inventories .......................... 605,000 -- 605,000 Other current assets ................. 16,000 2,000 18,000 ---------- ---------- ---------- Total current assets .......... 1,849,000 38,000 1,764,000 MINERAL ASSETS ......................... 1,570,000 199,000 1,381,000(1) 3,150,000 PROPERTY, PLANT & EQUIPMENT Equipment ............................ 1,589,000 -- 1,589,000 Less: Accumulated depreciation ........................ (36,000) -- (36,000) ---------- ---------- ---------- Property, plant and equipment, net ................... 1,553,000 -- 1,553,000 OTHER ASSETS Investments .......................... 1,234,000 -- (1,234,000)(2) -- Other ................................ 48,000 3,000 51,000 ---------- ---------- ---------- Total assets: ................. $ 6,254,000 $ 240,000 $6,518,000 ---------- ---------- ---------- CURRENT LIABILITIES: Accounts payable and accrued expenses ................... $ 1,999,000 $ 133,000 $2,132,000 Intercompany payables ............... 300,000 123,000 (123,000)(2) 300,000 Notes payable to others .............. 125,000 125,000 125,000 Notes payable to banks ............... 60,000 -- 60,000 Income payable ....................... 91,000 6,000 97,000 ---------- ---------- ---------- Total liabilities: ............ $ 2,450,000 $ 387,000 $2,714,000 ---------- ---------- ---------- SHAREHOLDER'S EQUITY ................... $ 3,804,000 $ (147,000) 147,000(1,2) $3,804,000 ---------- ---------- ---------- Total liabilities and shareholder's equity ................. $ 6,254,000 $ 240,000 $6,518,000 ---------- ---------- ----------
See notes to Pro Forma Condensed Consolidated Financial Statements (unaudited). 4
Fischer-Watt Gold Company, Inc. Pro Forma Condensed Consolidated Statement of Operations (unaudited) January 31, 1996 HISTORICAL PRO FORMA ---------------------- ------------------------ FWG GBM ADJUSTMENTS COMBINED (A) REVENUES: SALES OF PRECIOUS METALS ........................ $ 1,378,000 $ -- $ 1,378,000 COSTS APPLICABLE TO SALES ....................... 1,478,000 -- 1,478,000 GAIN ON SALE OF MINERAL INTERESTS ....................................... 1,528,000 -- 1,528,000 COSTS & EXPENSES: Abandoned and impaired mineral interests ........................... 267,000 -- 267,000 Selling, general and administrative .......................... 323,000 323,000 Exploration ................................... 2,000 359,000 361,000 Other expense (net) ............................ 152,000 -- 152,000 ---------- --------- ----------- INCOME (LOSS)FROM OPERATIONS .................... 684,000 (359,000) 325,000 ---------- --------- ----------- OTHER INCOME (EXPENSE): Gain(loss) on sale of trading securities ........................... 206,000 -- 206,000 Interest expense, net .......................... (73,000) (73,000) Currency exchange gains, net .................................... 308,000 308,000 ---------- --------- ----------- NET INCOME (LOSS) BEFORE TAXES .................. 1,125,000 (359,000) 766,000 TAX PROVISION ................................... (93,000) -- (93,000) ---------- --------- ----------- NET INCOME (LOSS) ............................... $ 1,032,000 $ (359,000) $ 673,000 ---------- --------- ----------- EARNINGS PER SHARE .............................. $ .07 -- $ .04 WEIGHTED AVERAGE ................................ 14,838,000 -- 18,963,660 SHARES OUTSTANDING
See notes to Pro Forma Condensed Consolidated Financial Statements (unaudited). 5 Fischer-Watt Gold Company, Inc. Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited) Note A- Pro Forma Adjustments (1) To reflect the acquisition of GBM and the allocation of the purchase price on the basis of the fair values of the assets acquired and liabilities assumed. The components of the purchase price and its allocation to the assets and liabilities of GBM are as follows: Components of purchase price: Value of common stock issued in lieu of a merger $1,234,000 --------- Total purchase price $1,234,000 ========= Allocation of purchase price: Increase in mineral interests $1,381,000 Elimination of shareholder's deficit (147,000) ---------- Allocated Purchase Price $1,234,000 ========= (2) Elimination of intercompany balances: Intercompany payables 123,000 Intercompany receivables (123,000) Common Stock 1,234,000 Investments (1,234,000) Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Fischer-Watt Gold Company, Inc. Dated: May 21, 1997 /s/ Michele D. Wood ------------ ------------------------ Chief Financial Officer 6 EXHIBIT INDEX
Exhibit Item No. 601 Code Exhibit Page No. - ------- -------- ------- ------- 1 2 Articles of Merger Merging GBM Acquisition Corp., into N/A Great Basin Management Co., Inc., dated January 25,1996. Filed as Exhibit 1.2 to Form 8-K filed February 3, 1996 and incorporated herein by reference. 2 2 Plan of Reorganization and Agreement among Fischer-Watt Gold N/A Company, Inc., GBM Acquisition Corp., and Great Basin Management Co., Inc., dated January 3, 1996. The following Schedules and Exhibits are a part of the Plan of organization and Agreement and will be provided to the Commission upon request. Filed as Exhibit 2.2 to Form 8-K filed February 3, 1996 and incorporated herein by reference. Schedule 3.3 Purchaser's disclosure of Absence of Breach; No Consents Schedule 4.2 Company's disclosure of Capitalization Schedule 4.4 Company's disclosure of Absence of Breach; No Consents Exhibit 7.1(9) Letter of Employment Understanding Exhibit 7.1(10) Investment Representation Letter 3 20 Letter to Shareholders from George Beattie, Chairman and N/A Chief Executive Officer dated February 3, 1996. Filed as Exhibit 3.20 to Form 8-K filed February 3, 1996 and incorporated herein by reference. 4 99 Great Basin Exploration and Mining Co.,Inc. Balance Sheets 8 as of June 30, 1995 and 1994 and related Statement of Operations and Statement of Changes in Stockholder's Equity (Deficit) for the two year period ended June 30, 1995 and the Independent Auditor's Report.
EX-4 2 GREAT BASIN EXPLORATION AND MINING--BALANCE SHEET GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Audited Financial Statements June 30, 1995 and 1994 GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Table of Contents June 30, 1995 and 1994 Page - -------------------------------------------------------------------------------- Independent Auditor's Report...............................................1 - 2 Financial Statements: Balance Sheets....................................................3 - 4 Statements of Operations..............................................5 Statements of Changes in Stockholder's Deficit........................6 Statements of Cash Flows..............................................7 Notes to Financial Statements.............................................8 - 13 Supplemental Information: Schedule of Abandoned Properties.....................................14 Schedule of Unproven Properties......................................15 INDEPENDENT AUDITOR'S REPORT To the Stockholder and Board of Directors Great Basin Exploration & Mining Co., Inc. Reno, Nevada We have audited the accompanying balance sheets of Great Basin Exploration & Mining Co., Inc. (a Nevada corporation), A Development Stage Company, (a wholly-owned subsidiary of Great Basin Management Co., Inc., as of June 30, 1995, and of Serem Gatro Canada Inc as of June 30, 1994), as of June 30, 1995 and 1994, and the related statements of operations and cash flows for the years ended June 30, 1995 and 1994, and for the period June 18, 1990 (Date of Inception) through June 30, 1995, and statement of changes in stockholder's equity (deficit) for the period June 13, 1990 (Date of Inception) to June 30, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Great Basin Exploration & Mining Co., Inc., A Development Stage Company, as of June 30, 1995 and 1994, the results of its operations and cash flows for the years ended June 30, 1995 and 1994, and for the period June 18, 1990 (Date of Inception) through June 30, 1995, and the changes in stockholder's deficit for the period June 18, 1990 (Date of Inception) to June 30, 1995, in conformity with generally accepted accounting principles consistently applied. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of abandoned properties and unproven properties are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such supplemental schedules have been subjected to the auditing procedures applied in the examination of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. - 1 - The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, revenue of $60,000 has been generated by operations and the Company has incurred a net operating loss of $11,062,840 for the period June 18, 1990 (Date of Inception) through June 30, 1995. The Company is dependent upon its stockholder for monies to meet its current and future operations. Failure by the stockholder to make additional funding to the Company would substantially impair the Company's ability to realize its investment in assets through future successful operations. The Company is engaged in the exploration for mineral deposits which is a highly speculative industry. Realization of the carrying value of the assets included in the balance sheet referred to above is dependent on the Company's successful future operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Reno, Nevada March 1, 1996 - 2 -
GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Balance Sheets June 30, 1995 and 1994 1995 1994 - ------------------------------------------------------------------------------------ ASSETS Current Assets: Cash and cash equivalents ........................ $ 1,219 $ 2,956 Accounts receivable-Mexico Gatro SA .............. -- 33,612 Accounts receivable-Brazil ....................... -- 13,006 Prepaid expenses ................................. 1,202 7,487 Advances to employees ............................ 5,395 2,104 -------- -------- Total Current Assets ......................... 7,816 59,165 -------- -------- Fixed Assets: Unproven mineral properties ...................... 738,293 516,939 Vehicles ......................................... 77,282 156,661 Office furniture & equipment ..................... 75,774 78,529 Library .......................................... 52,908 52,908 Less: Accumulated depreciation and .............. (131,851) (152,591) amortization -------- -------- Net Fixed Assets ............................. 812,406 652,446 -------- -------- Other Assets: Deposits ......................................... 4,514 6,983 Organization costs, net of amortization........... -- 777 -------- -------- Total Other Assets ........................... 4,514 7,760 -------- -------- Total Assets ................................. $ 824,736 $ 719,371 -------- -------- The attached auditor's report and notes should be read with the financial statements. - 3 - GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Balance Sheets June 30, 1995 and 1995 1995 1994 - ------------------------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Current Liabilities: Note payable - Serem Gatro Canada ...................... $ 100,000 $ -- Accrued expenses ....................................... 18,245 -- Accounts payable ....................................... 12,117 37,392 Current maturities of long-term debt ................... 5,758 5,174 Fundings from stockholder - interest free .............. -- 2,598,500 Notes payable - stockholder ............................ -- 7,848,014 Accrued interest - stockholder ......................... -- 595,395 ----------- ----------- Total Current Liabilities .......................... 136,120 11,084,475 ----------- ----------- Long-Term Liabilities - Net of Current Maturities ............. 1,322 6,777 ----------- ----------- Commitments and Contingencies ................................. -- -- ----------- ----------- Stockholder's Equity (Deficit) Capital stock, no par value, 2,500 shares authorized; 500 shares issued and outstanding in 1995 and 1994 ... 500,000 500,000 Paid-in-capital ........................................ 11,250,134 -- Deficit accumulated during the development stage ....... (11,062,840) (10,871,881) ----------- ----------- Total Stockholder's Equity (Deficit) ............... 687,294 (10,371,881) ----------- ----------- Total Liabilities and Stockholder's Equity (Deficit) $ 824,736 $ 719,371 ----------- -----------
The attached auditor's report and notes should be read with the financial statements. - 4 -
Great Basin Exploration & Mining Co., Inc. A Development Stage Company Statement of Operations June 18, 1990 (Date of Inception) Year Ended Year Ended Through June 30, June 30, June 30, 1995 1994 1995 - ------------------------------------------------------------------------------------------------------------------- Revenues: Minerals and mineral properties ............................... $ -- $ 60,000 $ 60,000 Less: Cost of mineral properties .............................. -- 137,665 137,665 Loss on sale of mineral properties ....................... -- (77,665) (77,665) ------------ ------------ ------------ Exploration Costs and Expenses: Abandoned property costs ...................................... 279,222 807,665 5,699,997 Drilling expenses ............................................. 14,089 263,739 907,838 Other costs and expenses ...................................... 33,570 64,449 125,326 Salaries and consulting fees .................................. 40,519 51,666 825,545 Geophysical and geochemical ................................... 1,145 48,150 607,806 Travel and other costs ........................................ 10,154 35,876 270,155 Assays ........................................................ 3,404 34,539 221,169 Road construction ............................................. 2,510 15,385 49,740 Reduction in carrying value ................................... -- (67,503) -- ------------ ------------ ------------ Total Exploration Costs and Expenses ..................... 384,613 1,253,966 8,707,576 ------------ ------------ ------------ General and Administrative Expenses Interest ...................................................... 351,145 301,567 952,274 Salaries ...................................................... 190,459 206,386 1,007,997 Depreciation and amortization ................................. 50,465 60,196 211,554 Legal, accounting & professional fees ......................... 44,418 56,078 217,356 Office and equipment rent ..................................... 38,495 42,229 193,813 Insurance ..................................................... 23,771 21,392 99,850 Travel and meals expenses ..................................... 20,525 38,688 215,374 Telephone and utilities ....................................... 14,780 20,851 93,883 Employee benefits ............................................. 12,003 11,375 74,512 Payroll taxes ................................................. 10,901 14,925 106,940 Office supplies and expense ................................... 9,128 13,163 85,759 Repairs and maintenance ....................................... 3,442 8,932 34,721 Dues and publications ......................................... 3,219 3,426 42,885 Vehicle expenses .............................................. 2,085 1,401 21,536 Entertainment ................................................. 1,838 2,147 15,201 Other ......................................................... 1,810 810 9,019 Taxes and Licenses ............................................ 1,476 2,625 8,486 Pension expense ............................................... 1,361 1,517 5,743 ------------ ------------ ------------ Total General and Administrative Expenses ................ 781,321 807,708 3,396,903 ------------ ------------ ------------ Other (Income) Management fee ................................................ (63) (117,507) (117,570) Sale of assets ................................................ (27,794) -- -- Interest ...................................................... (1,723) (3,558) (28,545) ------------ ------------ ------------ Total Other (Income) ..................................... (29,580) (121,065) (173,909) ------------ ------------ ------------ Loss before extraordinary item ...................... 1,136,354 2,018,274 12,008,235 Extraordinary Item Forgiven accrued interest on stockholder loans and advances ... (945,395) -- (945,395) ------------ ------------ ------------ Net Loss ............................................................ $ 190,959 $ 2,018,274 $ 11,062,840 ------------ ------------ ------------
The attached auditor's report and notes should be read with the financial statements. - 5 -
GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Statements of Changes in Stockholder's Equity (Deficit) For the Period June 18, 1990 (Date of Inception) to June 30, 1995 Deficit Accumulated Total During Stockholder's Capital Stock Paid-In Development Equity Shares Amount Capital Stage (Deficit) - ------------------------------------------------------------------------------------------------------------------------------ Balance at June 18, 1990 0 $ -- $ -- $ -- $ -- Share issued October, 1990 1 1,000 -- -- 1,000 Stock subscription receivable 0 (1,000) -- -- (1,000) Net loss for the period 0 -- -- (2,045,581) (2,045,581) - --------------------------------------------------- ---------------------- --------------------------------------------------- Balance at June 30, 1991 1 -- -- (2,045,581) (2,045,581) Shares subscribed 500 500,000 -- -- 500,000 Stock subscription receivable cancelled 0 1,000 -- -- 1,000 Share issued October, 1990 cancelled (1) (1,000) -- -- (1,000) Net loss for the year 0 -- -- (3,342,493) (3,342,493) - --------------------------------------------------- ---------------------- --------------------------------------------------- Balance at June 30, 1992 500 500,000 -- (5,388,074) (4,888,074) Net loss for the year 0 -- -- (3,465,533) (3,465,533) - --------------------------------------------------- ---------------------- --------------------------------------------------- Balance at June 30, 1993 500 500,000 -- (8,853,607) (8,353,607) Net loss for the year 0 -- -- (2,018,274) (2,018,274) - --------------------------------------------------- ---------------------- --------------------------------------------------- Balance at June 30, 1994 500 500,000 -- (10,871,881) (10,371,881) Stockholder loans and advances transferred to capital 0 -- 11,250,134 -- 11,250,134 Net loss for the year 0 -- -- (190,959) (190,959) - --------------------------------------------------- ---------------------- --------------------------------------------------- Balance at June 30, 1995 500$ 500,000 $11,250,134 $ (11,062,840) $ 687,294 ---------------------- ---------------------------------------------------
The attached auditor's report and notes should be read with the financial statements. - 6 -
GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Statement of Cash Flows June 18, 1990 (Date of Inception) Year Ended Year Ended Through June 30, June 30, June 30, 1995 1994 1995 - ------------------------------------------------------------------------------------------------------------------- Cash Flows From Operating Activities: Net loss .................................................... $ (190,959) $ (2,018,274) $ (11,062,840) ---------- ----------- ----------- Adjustments to reconcile net income to net cash used by operating activities Loss on abandonment of properties ...................... 65,934 99,979 446,439 Depreciation and amortization .......................... 51,242 60,196 215,062 Write-down of property to carrying-value ............... -- (67,503) -- Loss (gain) on sale of equipment ....................... (27,794) 714 (25,688) ---------- ----------- ----------- Cash provided (used) by changes in: Accounts payable ................................... (25,275) (171,209) 12,117 Accrued expenses ................................... (577,150) 296,099 18,247 Accounts receivable ................................ 46,618 (46,618) -- Prepaid expenses and advances ...................... 2,994 10,789 (6,597) ----------- ----------- ----------- Cash Used by Operations ........................ (654,390) (1,835,827) (10,403,260) ----------- ----------- ----------- Financing Activities: Fundings and loans - interest free: Additions ................................................ -- -- 6,763,500 Repayments ............................................... -- -- (4,165,000) Contracts payable: Additions ................................................ -- -- 100,941 Repayments ............................................... (4,871) (4,649) (93,861) Notes payable - stockholder Additions ................................................ 903,620 1,195,512 8,751,634 Account payable - joint venture partner ..................... -- -- -- Sales of common stock ....................................... -- -- 500,000 ----------- ----------- ----------- Cash Provided by Financing Activities .......... 898,749 1,190,863 11,857,214 ----------- ----------- ----------- Investment Activities: Acquisition of property and equipment ....................... (286,815) (186,010) (1,514,085) Disposition of equipment .................................... 38,250 156 66,641 Deposits and organization costs ............................. 2,469 13,685 (5,291) ----------- ----------- ----------- Cash Used in Investment Activities ............. (246,096) (172,169) (1,452,735) ----------- ----------- ----------- Increase (Decrease) in Cash .................................... (1,737) (817,133) 1,219 ----------- ----------- ----------- Cash and Cash Equivalents, Beginning of Year, Period ........... 2,956 820,089 -- ----------- ----------- ----------- Cash and Cash Equivalents, End of Year, Period ................. $ 1,219 $ 2,956 $ 1,219 ----------- ----------- -----------
The attached auditor's report and notes should be read with the financial statements. - 7 - GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Notes to Financial Statements For the Years Ended June 30, 1995 and 1994 and For the Period June 18, 1990 (Date of Inception) Through June 30, 1995 - -------------------------------------------------------------------------------- 1. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES Nature of Activities: The Company is a wholly-owned subsidiary of Great Basin Management Co., Inc. The Company's operations consist principally of the exploration of mineral reserves primarily in Nevada and surrounding western states. The Company also conducts exploration activities in Mexico. The Company has generated $60,000 of revenue from these operations. Summary of Significant Accounting Policies: o Ownership: As of May 31, 1995, all issued and outstanding shares of Great Basin Exploration & Mining Co., Inc. (GBEM), were purchased from Serem Gatro Canada Inc (SGC) by Great Basin Management Co., Inc. (GBM) for one dollar ($1.00). Prior to the sale, SGC contributed previous loans and advances totaling $11,250,234 to the paid-in capital of GBEM. A participation agreement among SGC, and GBEM and GBM was also signed as of May 31, 1995. This agreement allows SGC to elect to acquire a participation interest of up to 40% in respect to any core property and, up to 10% in respect of any other property. Core properties are properties GBEM has previously obtained with funds advanced by SGC. If SGC elects to acquire a participation interest, SGC will receive a credit for past expenditures on these core properties up to $2,222,292. o Mining Exploration and Development: The Company accounts for its mining operations by use of the successful efforts method. Under this method of accounting, exploration costs, including drilling, geological and geophysical costs, are expensed as incurred. Acquisition costs incurred as fee interests or leasehold interests are capitalized. Lease bonus costs, surveying, legal, recording and other directly related costs of acquisition are also capitalized as acquisition costs. Capitalized acquisition costs are charged to expense when the property is determined not to be commercially productive. Intangible development costs are expensed as incurred. Tangible development costs are capitalized and amortized. o Mining Properties: Mining Properties consist of unrecovered acquisition costs. The Company has not commenced any development work as of June 30, 1995. The Company capitalized costs directly attributable to the acquisition of mineral leases. Ultimate realization of the investment in mining properties is dependent upon the disposition of such properties or the discovery and disposition of mineral reserves. o Abandonment of Unproven Properties: Unproven properties are continually evaluated by management for possible impairment. Management considers all relevant facts and circumstances known about each property including the results of drilling and other exploration activities, the likelihood that additional exploration activities will be undertaken, the expiration time period for the lease, the costs of holding the lease related to claim rental and - -------------------------------------------------------------------------------- The attached auditor's report should be read with the financial statements. - 8 - GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Notes to Financial Statements For the Years Ended June 30, 1995 and 1994 and For the Period June 18, 1990 (Date of Inception) Through June 30, 1995 - -------------------------------------------------------------------------------- other claim maintenance amounts including rentals and work commitments, and the likelihood that joint ventures with others may be undertaken. If management determines that continuing to hold the lease is not feasible, the capitalized land costs are charged to abandoned properties together with the current exploration costs associated with the property. o Depreciation: The Company provides for depreciation of automobiles and office furniture and equipment on a straight-line basis over the estimated useful lives of the assets which vary from three to five years. o Intangibles: Intangible assets are stated at cost less applicable amortization. Organization costs are being amortized over sixty months on a straight-line basis. o Provision for Reduction in Carrying Value: The Company reduces the carrying value of assets that will result in a loss upon sale, disposition or abandonment as soon as the net realizable value becomes known. o Income Taxes: Deferred income tax assets and liabilities are computed annually for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in the deferred tax assets and liabilities. o Use of 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, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used. 2. UNPROVEN PROPERTIES The Company has capitalized lease acquisition and related costs on properties acquired but not yet proven as having commercially developable mineral reserves of $738,293 at June 30, 1995, and $516,939 at June 30, 1994. The Company has charged to expense exploration costs on these properties of $105,391 for the year ended June 30, 1995, and $518,712 for the year ended June 30, 1994. During the year ended June 30, 1995, the Company abandoned and charged to expense properties previously classified as unproven with capitalized costs of $66,934 and $159,979 during the year ended June 30, 1994. 3. DEPOSITS The Company is required under various land lease and rental agreements to provide deposits in the name of the landholder to assure reclamation of the land. At June 30, 1995, and June 30, 1994, respectively, these required deposits total $4,000 and $5,000, and have been invested in time certificates of deposit in the name of the Company and the lessor. - -------------------------------------------------------------------------------- The attached auditor's report should be read with the financial statements. - 9 - GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Notes to Financial Statements For the Years Ended June 30, 1995 and 1994 and For the Period June 18, 1990 (Date of Inception) Through June 30, 1995 - -------------------------------------------------------------------------------- The Company also has deposits totaling $514 and $1,983 for rent deposits and State Industrial Insurance purposes at June 30, 1995, and 1994, respectively. 4. FUNDINGS FROM STOCKHOLDER - INTEREST FREE The Stockholder of the Company has advanced operating funds on an interest-free basis. The funds have been advanced at various dates and have no fixed repayment dates. From June 18, 1990 (Date of Inception) through May 31, 1995, interest-free fundings to the Company total $6,763,500 and repayments of these interest-free fundings total $4,165,000. The balance of these interest-free fundings to the Company totals $2,598,500. As of May 31, 1995, these interest-free fundings were contributed to paid-in-capital of the Company. 5. NOTES PAYABLE - STOCKHOLDER The Company issued interest-bearing promissory notes to stockholders for fundings totaling $2,840,500.The Company has received additional fundings from stockholders totaling $5,911,134. The Company did not issue promissory notes on these additional fundings. Management of the Company believed that these fundings were subject to the same terms, conditions, and interest rates as the previous fundings evidenced by the promissory notes and has accrued interest expense on these additional fundings. As of May 31, 1995, Serem Gatro Canada Inc received promissory notes from the Company for fundings not evidenced by promissory notes, as well as new promissory notes for the original promissory notes. Also, as of May 31, 1995, the total amount of past fundings evidenced by the original and new promissory notes, minus $100,000 which was treated as "Bridge Financing" and required to be repaid by not later than September 30, 1995, was transferred to paid-in-capital of the Company. All promissory notes except for the "Bridge Financing" were canceled as of May 31, 1995. For the years ended June 30, 1995 and 1994, the Company recorded interest expense of $350,000 and $300,000 on the notes and fundings the Company believed subject to the terms, conditions and interest rates of the original promissory notes. The Company did not accrue interest expense on the fundings which have been treated as interest-free in prior years. No interest was paid on these notes and fundings during the years ended June 30, 1995 and 1994. As of May 31, 1995, Serem Gatro Canada Inc forgave the interest on these notes and fundings. The Company treated this forgiveness as an extraordinary item in the financial statements at June 30, 1995. 6. LONG-TERM DEBT Note payable to a bank is due in monthly installments of $517 including interest at 10.75%, collateralized by a vehicle. - -------------------------------------------------------------------------------- The attached auditor's report should be read with the financial statements. - 10 - GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Notes to Financial Statements For the Years Ended June 30, 1995 and 1994 and For the Period June 18, 1990 (Date of Inception) Through June 30, 1995 - -------------------------------------------------------------------------------- 1995 1994 ---- ---- Total vehicle installment note $ 7,080 $ 11,951 Less: current maturities ( 5,758) ( 5,174) ------- -------- $ 1,322 $ 6,777 ======= ========= The maturity of the debt is: 1996 5,758 1997 1,322 -------- $ 7,080 7. RETIREMENT PLAN On November 1, 1990, the Company established a qualified deferred compensation plan in accordance with Section 401(k) of the Internal Revenue Code. Under terms of the plan, an eligible employee can elect to defer from 1% to 15% of his or her compensation into the retirement plan. The Company will make a discretionary contribution to the plan which will be determined each year. The total of all contributions is subject to certain limits imposed by the Internal Revenue Service. Eligible employees are all employees except employees covered by a collective bargaining agreement in which retirement benefits were the subject of good faith bargaining between the bargaining unit and the Company. The Company does not currently participate in any collective bargaining agreement. The Company made no contributions to the plan for the years ended June 30, 1995 and 1994. 8. ABANDONMENT OF PROPERTIES The Company abandoned properties and charged to expense $279,222 and $807,665 in the years ended June 30, 1995 and 1994, respectively. Included in abandoned properties in the years ended June 30, 1995 and 1994 are: 1995 1994 ---- ---- Acquisition costs $ 28,635 $ 200,232 Prior year acquisition costs 65,934 22,314 Exploration costs 184,653 585,118 ---------- ---------- $ 279,222 $ 807,665 ========= ========= 9. OPERATING LEASES The Company leases office space on a month-to-month basis. The monthly rent payments total $2,719. Under the prior lease agreement, the Company is also required to reimburse the landlord for its prorata share of any increases in real property taxes and the repair, maintenance and operating expenses of the common area. - -------------------------------------------------------------------------------- The attached auditor's report should be read with the financial statements. - 11 - GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Notes to Financial Statements For the Years Ended June 30, 1995 and 1994 and For the Period June 18, 1990 (Date of Inception) Through June 30, 1995 - -------------------------------------------------------------------------------- 10. DEFERRED INCOME TAXES Effective July 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires that deferred income taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts. The statement generally allows the recognition of deferred tax assets related to the anticipated benefit of net operating loss ("NOL") carryforwards, subject to certain valuation allowance adjustments. As of June 30, 1995, the Company had a net operating loss ("NOL") carryforward for federal income tax purposes of approximately $10,815,000 that may be used in future years to offset taxable income. Utilization of the Company's NOL carryforward is subject to annual limitations due to certain stock ownership changes that have occurred or may occur. To the extent not utilized, the NOL carryforward will begin to expire in 2005. A valuation allowance is required by SFAS 109 if, based on the weight of available evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. Management concluded that a valuation allowance was appropriate at June 30, 1995 and 1994, due to the inability of the Company to generate significant revenue or profits and the stock ownership changes that have occurred or may occur. Based on available evidence, management concluded that the valuation allowance at June 30, 1995 and 1994, should equal the total of the net deferred tax assets and liabilities. The components of deferred tax assets and liabilities pursuant to SFAS No. 109 are: Deferred tax assets Net operating losses $3,677,000 $3,415,000 Depreciation 10,000 5,000 Exploration costs 72,000 96,000 ---------- ---------- 3,759,000 3,516,000 Deferred tax liabilities Amortization of exploration costs 53,000 35,000 Valuation allowance (3,706,000) (3,481,000) Net deferred tax asset $ -0- $ -0- ========= ========= 11. COMMITMENTS AND CONTINGENCIES Going Concern As shown in the accompanying financial statements, the Company has incurred a net operating loss of $11,062,840 for the period June 18, 1990, (Date of Inception) through June 30, 1995, and as of that date, the Company's current liabilities exceeded its current assets by $128,304. - -------------------------------------------------------------------------------- The attached auditor's report should be read with the financial statements. - 12 - GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Notes to Financial Statements For the Years Ended June 30, 1995 and 1994 and For the Period June 18, 1990 (Date of Inception) Through June 30, 1995 - -------------------------------------------------------------------------------- Those factors, as well as uncertain future funding for the Company, create an uncertainty about the Company's ability to continue as a going concern. The Company's continued existence depends on the willingness and ability of its stockholder to make additional fundings as they are required to the Company. Great Basin Management Co., Inc., the parent company, merged with Fischer-Watt Gold Company, Inc., on January 30, 1996. Management of the Company has indicated that this merger will provide a source of additional fundings to the Company. Litigation The Company is involved in litigation concerning an injury to an individual on a former property. The matter was tried in November 1994 and a defense verdict was rendered in favor of the Company. The case is now on appeal to the Nevada Supreme Court. The attorney for the liability carrier is hopeful that the Nevada Supreme Court will uphold the jury verdict and the rulings of the trial judge. The corporate attorney believes the litigation to be the insurance company's responsibility and perceives no liability on the part of the Company. Accordingly, no liability has been recorded in the financial statements for this litigation. The Company is not involved in any other litigation. Exploration As a result of a change in mining law, the Company is subject to claim rental fees for mining claims on federally owned lands. For the assessment year ending September 1, 1994, and thereafter, the claim rental fee will be paid by August 31 of the assessment year. The change in mining law changes the timing of the payment from arrears to paid-in-advance. Leases not maintained by the Company will not be subject to the claim rental fee. Based on the number of leases the Company currently holds or is currently maintaining, the potential liability for claim rental fees is $142,800 for the year ending June 30, 1995, and $71,400 thereafter. The Company's property holdings require certain work commitments to be performed to satisfy holding requirements of the leases. In addition, minimum lease and/or claim rental payments must be made to satisfy the conditions of the leases. If the Company does not desire to continue to hold the lease, the Company may forfeit the property under the conditions of the lease by timely and proper notification to the lessor. The Company is subject to federal, state and local environmental laws and regulations. These may result in obligations to remove or mitigate the effects on the environment of the exploration activities of the Company. Management has determined that no provision for estimated liability for any cleanup is required in the financial statements. 12. SUBSEQUENT EVENTS On January 3, 1996, Fischer-Watt Gold Company, Inc. (FWG) made an offer to the stockholders of Great Basin Management Co., Inc. (GBM), a Nevada corporation, the owner of the GBEM, to approve the merger of GBM Acquisition Corp., a Nevada corporation, a newly-formed, wholly-owned subsidiary of Fischer-Watt Gold Company, Inc., a Nevada corporation (FWG). - -------------------------------------------------------------------------------- The attached auditor's report should be read with the financial statements. - 13 - GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company Notes to Financial Statements For the Years Ended June 30, 1995 and 1994 and For the Period June 18, 1990 (Date of Inception) Through June 30, 1995 - -------------------------------------------------------------------------------- As a result of the Merger, GBM will become a wholly-owned subsidiary of FWG. Upon the effectiveness of the Merger, each issued and outstanding share of Common Stock of GBM, no par value, will be converted into 3,102 shares of FWG Common Stock. An aggregate of 4,125,660 shares of FWG Common Stock will be issued by FWG in the Merger, representing approximately 18.3% of the issued and outstanding shares of FWG Common Stock (approximately 14.6% on a fully-diluted basis). Anthony P. Taylor, Ph.D., is President and a director of GBEM, President, a director, and a stockholder of GBM and also a director of FWG. On December 29, 1995, the closing bid and asked prices of FWG Common Stock were $.33 and $.41, respectively. The FWG Common Stock is trade on THE NASD OTC Bulletin Board Service. On August 28, 1995, in anticipation of the Merger, GBM and FWG entered into a Loan agreement in which FWG agreed to loan GBM up to $108,447 so that GBM would be able to retain property positions held by the Company during the period required to perform due diligence, prepare definitive documentation and obtain necessary approvals in connection with the Merger. Under the terms of the loan agreement, as amended, the loan amount and accrued interest thereon (at 11.75% per annum) is due and payable February 1, 1996. As collateral security for the loan, GBM has pledged all of the issued and outstanding shares of stock of the Company. - 14 - Supplemental Information - --------------------------------------------------------------------------------
GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company SCHEDULE OF ABANDONED PROPERTIES Year Ended Year Ended June 18, 1990 (Date of Inception) June 30, 1995 June 30, 1994 Through June 30, 1995 ------------------------------------------------------------------------------------------------------------------ Prior Year Acquistion Exploration Prior Year Acquistion Exploration Prior Year Acquistion Exploration Acquisition Property Costs Costs Acquisition Costs Costs Costs Acquisition Costs Costs Costs Costs - ------------------------------------------------------------------------------------------------------------------------------------ Happy Creek $ 19,832 $ 6,831 $ -- $ 6,922 $ -- $ 688 $ 54,395 $ 19,797 $ 688 Bonanza Syndicate 5,012 43,624 65,934 5,012 43,624 65,934 Pan 3,000 178 3,000 178 -- Nevada Regional 791 130,591 3,512 204,856 57,338 507,898 14,815 AZ/NM Copper 42,236 84,600 -- 42,236 84,600 -- Apache 27,762 32,228 27,762 32,228 -- Oro Grande 27,476 28,520 34,991 28,965 -- Santa Lucia 24,808 8,645 24,808 8,645 -- Taylor Canyon 23,169 58,902 41,901 76,384 -- Mesquite/Dos Homb. 11,400 46,526 48,466 79,597 Hachita 11,044 23,683 11,044 23,683 -- Raglan 8,349 8,399 36,948 87,536 10,842 Baja Recon 7,741 27,704 7,741 27,704 -- San Simon 5,597 3,043 52,809 167,050 -- Big Maria 108 248 107 486 Bonacita 80 5,435 80 5,435 -- Mule Mountain 28 28 107 2,120 Paymaster 167,707 181,367 -- Limerick Canyon 119,902 176,958 35,400 Nome 90,383 87,178 -- Silver King 51,321 52,240 118,315 29,420 Profile Peak J. V. 51,751 593,994 -- Plomosa 50,961 115,670 38,524 San Francisco 50,778 153,120 -- Wah-Wah 42,215 50,779 -- Fireball Ridge 1,291 40,539 46,739 -- Bean 37,982 86,781 -- Habakuk 35,791 33,529 28,611 Freeman Springs 3,563 26,823 93,379 12,374 Cold Water Canyon 25,206 46,342 -- Cirac 23,334 43,601 -- Cam 23,331 17,160 -- Promise 20,456 51,692 -- Hot 20,002 53,323 -- Eden 19,525 52,038 -- South Cove 655 17,725 30,875 -- Golden Sage 16,900 275 -- Picacho 16,851 59,302 -- Shauntie Hills 12,805 39,923 -- Big Red 12,502 53,178 -- Baja Recon. 12,171 93,227 -- Vinsale 11,804 19,351 -- New Mexico Gold 10,000 -- -- Silver Lining 342 9,749 3,196 -- Ripsey 8,360 3,723 -- Mojave Regional 5,869 25,321 59,664 AZ/NM Copper 4,772 23,368 -- Antler Peak 3,024 -- -- Utah Regional 1,155 35,310 -- - 15 - Year Ended Year Ended June 18, 1990 (Date of Inception) June 30, 1995 June 30, 1994 Through June 30, 1995 ------------------------------------------------------------------------------------------------------------------ Prior Year Acquistion Exploration Prior Year Acquistion Exploration Prior Year Acquistion Exploration Acquisition Property Costs Costs Acquisition Costs Costs Costs Acquisition Costs Costs Costs Costs - ------------------------------------------------------------------------------------------------------------------------------------ Arrowhead 2,750 926 87,074 34,452 Tonkin Springs 680 29,436 -- Cripple Creek 480 11,401 -- Apache Chief 114 -- 7,700 Chuckwallas 108 -- -- North Butte 15,092 -- 15,092 -- Honduras 10,076 -- 10,076 -- Brazil 9,107 -- 9,107 -- Three Buttes 4,906 -- 4,906 -- Santa Lucia 3,429 21,626 -- 3,429 21,626 Alaska Regional -- 6,019 -- Bonancita -- 4,699 -- Discovery Creek -- 107 1,000 Star-Crown -- 3,531 -- Cuddy Mountain -- 28,232 -- Chuckwallas -- 425 -- - ------------------------------------------------------------------------------------------------------------------------------------ $ 28,635$ 184,653 $ 65,934 $200,232 $585,118 $22,314 $1,491,788 $ 3,764,955 $ 443,253 - ------------------------------------------------------------------------------------------------------------------------------------
The attached auditor's report should be read with this schedule. - 16 -
GREAT BASIN EXPLORATION & MINING CO., INC. A Development Stage Company SCHEDULE OF UNPROVEN PROPERTIES Year Ended Year Ended June 18, 1990 (Date of Inception) June 30, 1995 June 30, 1994 Through June 30, 1995 ------------------------------------------------------------------------------------------------------------------ Prior Year Acquistion Exploration Prior Year Acquistion Exploration Prior Year Acquistion Exploration Acquisition Property Costs Costs Acquistion Costs Costs Costs Acquistion Costs Costs Costs Costs - ------------------------------------------------------------------------------------------------------------------------------------ Afgan $ 92,596 $ 25,956 $ -- $ 54,915 $264,689 $ -- $ 206,704 $ 393,378$ -- Red Canyon 54,530 23,163 68,870 97,750 140,529 245,813 -- Mill Creek 36,644 1,917 33,078 8,623 131,366 73,238 -- Tempo 36,469 28,571 36,469 28,571 -- Coal Canyon 29,419 5,155 47,772 109,869 165,685 445,341 -- Kobeh Valley 22,224 2,901 18,945 633 42,134 7,583 -- Lode Star 15,406 17,728 15,406 17,728 -- Three Buttes 10,162 4,906 (137,665) 137,665 208,265 (137,665) Bonanza Syndicate (65,934) 32,241 65,934 154,311 (65,934) Mesquite 79,599 234,637 (79,599) Mojave Regional 59,664 44,433 (59,664) Plomosa 38,524 1,538 (38,524) Limerick Canyon 35,400 557 (35,400) Arrowhead 34,452 10,121 (34,452) Silver KIng 29,420 262 (29,420) Habakuk 28,611 100 (28,611) Santa Lucia (21,626) 21,626 8,244 (21,626) Nevada Regional 14,815 31,483 (14,815) Freeman Springs 12,374 13,035 (12,374) Raglan 10,842 91 (10,842) Apache Chief 7,700 -- (7,700) Mule Mountain 2,120 -- (2,120) Discovery Creek 1,000 41,803 (1,000) Happy Creek (688) 688 143,481 (688) Big Maria 486 -- (486) Nine Mile Wash -- 15,231 -- Picacho Wash -- 3,986 -- Taylor Canyon -- 3,147 -- Fireball Ridge -- 4,528 -- - ------------------------------------------------------------------------------------------------------------------------------------ $287,288 $105,391 ($65,934) $233,742 $518,712 ($159,979) $1,319,213 $2,130,906 ($580,920) - ------------------------------------------------------------------------------------------------------------------------------------
The attached auditor's report should be read with the schedule. - 16 - -----END PRIVACY-ENHANCED MESSAGE-----