-----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, DsBlDisR4KleYDXe4/7FQCGhiXX3IuanYY4Qa11Pz+1BN8FumyY+T79Yjp3ZGDSS vd5aL3hW6jwSY2rBaxDkjQ== 0001005477-98-001327.txt : 19980428 0001005477-98-001327.hdr.sgml : 19980428 ACCESSION NUMBER: 0001005477-98-001327 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19980427 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAPTAU GOLD CORP CENTRAL INDEX KEY: 0000949268 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 223386947 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-26600 FILM NUMBER: 98601933 BUSINESS ADDRESS: STREET 1: 9551 BRIDGEPORT RD STREET 2: RICHMOND CITY: BRITISH COLUMBIA STATE: A1 BUSINESS PHONE: 6042739992 MAIL ADDRESS: STREET 1: 951 BRIDGEPORT ROAD STREET 2: RICHMOND BRITISH COLUMBIA CITY: CANADA V6X 1S3 10QSB 1 FORM 10QSB ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 10 - QSB (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________________ to _____________________ Commission File Number 0-25786 --------------------------- NAPTAU GOLD CORPORATION (Exact name of small business issuer as specified in its charter) Delaware 22-3386947 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 9551 Bridgeport Road Richmond BC Canada V6X 1S3 (address of principal executive offices) (604) 273-9992 (Issuer's telephone number) ------------------------------------ ---------------------------- (Former name, former address and former fiscal year if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,933,500 shares of Common Stock, $.001 par value, were outstanding, as of June 30, 1997. Transitional Small Business Disclosure Format (check one): Yes |_| No |X| ================================================================================ Form 10-QSB INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets 3 Statements of Operations and Deficit 4 Statements of Cash Flows 5 Notes to Financial Statements 6-12 Item 2. Plan of Operation 13 PART II. OTHER INFORMATION 13 SIGNATURES 14 NAPTAU GOLD CORPORATION Balance Sheets (expressed in United States dollars) - --------------------------------------------------------------------------------
June 30, December 31, 1997 1996 1995 ----------- ----------- ----------- Assets Current asset: Cash $ -- $ -- $ 1,000 Mineral properties (note 3) 3,392,708 2,988,850 2,374,726 Deferred financing costs (note 2(b)) 15,495 9,090 40,000 ----------- ----------- ----------- $ 3,408,203 $ 2,997,940 $ 2,415,726 =========== =========== =========== Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities (note 4) $ 221,445 $ 157,183 $ 45,000 Contracts payable (note 3) 1,898,690 1,494,831 2,154,500 Loans payable to related parties (note 4) 13,970 12,770 101,697 ----------- ----------- ----------- 2,134,105 1,664,784 2,301,197 Shareholders' equity: Capital stock (note 5): Authorized: 5,000,000 preferred shares with a par value of $0.001 per share 20,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 6,933,500 common shares 6,934 6,934 6,700 Additional paid-in capital (note 5) 1,534,105 1,534,105 168,339 Shares alloted but unissued (note 5(c)(ii)) -- -- 100 Deficit (266,940) (207,882) (60,610) ----------- ----------- ----------- 1,274,098 1,333,157 114,529 Continuing operations (note 1) Commitments (notes 3 and 6) Subsequent events (notes 3, 4 and 5(c)) ----------- ----------- ----------- $ 3,408,203 $ 2,997,940 $ 2,415,726 =========== =========== ===========
See accompanying notes to financial statements NAPTAU GOLD CORPORATION Statements of Operations and Deficit (expressed in United States dollars) - --------------------------------------------------------------------------------
Six Months Inception to ended Years ended December 31, June 30, June 30, ----------------------------------- 1997 1997 1996 1995 1994 --------- --------- --------- --------- --------- Expenses: Management salary (note 6) $ 180,000 $ 45,000 $ 90,000 $ 45,000 $ -- Professional fees 52,399 13,606 25,940 12,853 -- Office and administrative 2,089 -- 1,332 757 -- Interest 452 452 -- -- -- Stock grant program expense (note 5(c)(ii)) 100 -- -- 100 -- Write-off of deferred financing costs 30,000 -- 30,000 -- -- --------- --------- --------- --------- --------- Loss for the period (265,040) (59,058) (147,272) (58,710) -- Deficit, beginning of period (1,900) (207,882) (60,610) (1,900) (1,900) --------- --------- --------- --------- --------- Deficit, end of period $(266,940) $(266,940) $(207,882) $ (60,610) $ (1,900) ========= ========= ========= ========= ========= Loss per share $ (0.04) $ (0.01) $ (0.02) $ (0.01) $ -- ========= ========= ========= ========= =========
See accompanying notes to financial statements NAPTAU GOLD CORPORATION Statements of Cash Flows (note 8) (expressed in United States dollars) - --------------------------------------------------------------------------------
Six Months Inception to ended Years ended December 31, June 30, June 30, ---------------------------------- 1997 1997 1996 1995 1994 --------- --------- --------- --------- --------- Cash generated from (used in): Operations: Loss for the period (265,040) $ (59,058) $(147,272) $ (58,710) $ -- Add items not involving cash: Write-off of deferred financing costs 30,000 30,000 Stock grant program expense, 100 -- -- 100 -- Changes in non-cash operating working capital: Accounts payable and accrued liabilities 221,443 64,260 112,183 45,000 -- --------- --------- --------- --------- --------- (13,497) 5,202 (5,089) (13,610) -- Financing: Deferred financing costs recovered (incurred) (45,494) (6,404) 910 (40,000) -- Changes in contracts payable 358,360 403,860 -- (45,500) -- Loans payable to related parties 109,970 1,200 7,073 101,697 -- --------- --------- --------- --------- --------- 422,837 398,657 7,983 16,197 -- Investing activities: Mineral properties (409,340) (403,859) (3,894) (1,587) -- --------- --------- --------- --------- --------- Increase in cash $ 0 $ (0) $ (1,000) $ 1,000 $ -- Cash, beginning of period -- (0) 1,000 -- -- --------- --------- --------- --------- --------- Cash, end of period $ 0 $ 0 $ (0) $ 1,000 $ -- ========= ========= ========= ========= =========
See accompanying notes to financial statements. NAPTAU GOLD CORPORATION Notes to Financial Statements (expressed in United States Dollars) June 30, 1997 ================================================================================ 1. Continuing operations: Naptau Gold Corporation (the "Company") was formed under the laws of the State of Delaware on January 18, 1988 and was inactive until 1995 when it entered into an agreement to acquire certain mineral properties (note 3). The Company's principal business activity is the exploration and development of mineral properties, with its principal mineral properties comprising of various placer leases in the Cariboo Mining Division of British Columbia, Canada (the "Placer Leases"). These financial statements have been prepared on the basis of accounting principles applicable to a going concern. At June 30, 1997, the Company had a working capital deficiency of approximately $2,100,000, a significant portion which is due to related parties. The Company's continuing operations and the ability of the Company to discharge its liabilities are dependent upon the continued financial support of related parties and the ability of the Company to obtain the necessary financing to meet its liabilities as they come due. The recoverability of the amounts shown as mineral properties is dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the development of its mineral properties and upon future profitable production or proceeds from the disposition thereof. 2. Significant accounting policies: The financial statements have been prepared in accordance with generally accepted accounting principles in the United States. (a) Mineral property interests: Mineral property acquisition costs and related exploration and development expenditures are deferred until the property is placed into production, sold or abandoned. These costs will be amortized on a unit-of-production basis over the estimated proven and probable reserves of the property following commencement of commercial production or written off if the property is sold, allowed to lapse or abandoned. Mineral property acquisition costs include cash consideration and the fair value of common shares issued for mineral properties. Administrative expenditures are expensed in the period incurred. On an on-going basis, the Company evaluates the status of its mineral properties based on results to date to determine the nature of exploration and development work that is warranted in the future. If there is little prospect of further work on a property being carried out, the deferred costs related to that property are written down to their estimated recoverable amount. The amounts shown for mineral properties represent costs incurred to date and is not intended to reflect present or future values. NAPTAU GOLD CORPORATION Notes to Financial Statements (expressed in United States Dollars) June 30, 1997 ================================================================================ 2. Significant accounting policies (continued): (b) Deferred financing costs: The Company defers costs associated with specific financing activities and charges those costs against the related share capital or to operations if the financing activity is unsuccessful. (c) Loss per share: Loss per share has been calculated using the weighted average number of common shares outstanding during the year 3. Mineral properties:
============================================================================================================= June 30 December 31, 1997 1996 1995 ============================================================================================================= Placer Leases, Cariboo Mining Division, British Columbia: Acquisition costs: Placer Leases acquired from Noble (note 3(a)) $ 1,775,000 $ 1,775,000 $ 1,775,000 Placer Leases acquired from an affiliate of the Company (note 3(b)) 200,800 200,800 200,800 --------------------------------------------------------------------------------------------------------- 1,975,800 1,975,800 1,975,800 Deferred interest and financing costs: Paid or accrued to Noble (note 3(a)) 251,725 251,725 -- Paid to an affiliate of the Company (note 3(b)) 20,400 20,400 -- --------------------------------------------------------------------------------------------------------- 272,125 272,125 -- Exploration and development expenditures: Incurred by Noble 1,139,303 735,445 397,339 Incurred by the Company 5,480 5,480 1,587 --------------------------------------------------------------------------------------------------------- 1,144,783 740,925 398,926 - ------------------------------------------------------------------------------------------------------------- $ 3,392,708 $ 2,988,850 2,374,726 =============================================================================================================
NAPTAU GOLD CORPORATION Notes to Financial Statements (expressed in United States Dollars) June 30, 1997 ================================================================================ 3. Mineral properties (continued): (a) Placer Leases acquired from Noble: During 1995, the Company entered into an agreement to acquire certain Placer Leases owned by Noble Metal Group Incorporated (a British Columbia company) ("Noble") in exchange for 4 million common shares of the Company, representing an initial 59.7% interest in the Company. As Noble acquired control of the Company by this exchange, it is considered a common control transaction and, accordingly, the common shares have been accounted for at the carrying value of the Placer Leases in the accounts of Noble at December 31,1994 of $1,775,000 (Noble, in association with limited partnerships, had also expended an additional $550,000 on exploration of the Placer Leases which was recovered from these limited partnerships and accordingly, is not reflected in the aforementioned carrying value). A British Columbia Mineral Tenure Act "Bill of Sale Absolute" held by the Company relating to the Placer Leases has not yet been registered with the appropriate authorities and as a result, registration of the Placer Leases remains in the name of the operator, Noble. The Company can, at any time and without any restriction, apply to conclude registration in its name. The Company and Noble also entered into an operating agreement whereby Noble will remain the operator for the mining activities on the Placer Leases for a term of ten years, with Noble having the option of renewing the agreement for a further ten year term. The Company agreed to pay Noble $1,000,000 in consideration for entering into this operating agreement. In addition, the Company is obligated to pay $1,000,000 in respect of 1995 exploration and development expenditures and agreed to fund future annual operating expenditures on the Placer Leases, including the lease of certain equipment and facilities owned by Noble. These required payments have been accrued in contracts payable (See below). However, as this is a common control transaction, the amount of $1,602,661, being the excess of these amounts over the estimated book value of the related assets in the accounts of Noble was charged against additional paid-in capital during 1995 (note 5). During 1996, this amount was reduced by $45,500 to reflect the actual book value of the related assets in the accounts of Noble at December 31, 1995. To December 31, 1995, the Company had advanced $45,500 to Noble with respect to exploration and development expenditures on the Placer Leases which has been recorded as a reduction in the Company's contracts payable. During 1996, the Company entered into an extension agreement with Noble with respect to its contract payable to Noble, whereby the Company issued 85,000 common shares to Noble at an agreed price of $2.40 per share and agreed to pay Noble 300 ounces of gold from the Company's share of gold produced from mining operations on its placer mining leases, if any, to initially extend the due date for the amount outstanding under the contract payable to June 30, 1996. The value ascribed to the common shares issued has been included in deferred interest and financing costs in mineral properties, however, the value of the gold to be paid to Noble has not been accrued in these financial statements due to the uncertainty of ultimate payment. The Company and Noble subsequently agreed to amend certain of the terms of the operating agreement originally entered into whereby the Company was obliged to pay $1,000,000 to Noble as consideration for entering into the operating agreement. The amending agreement cancelled the Company's obligation to pay $1,000,000 to Noble and the Company agreed to pay Noble 3,421 ounces of gold from the Company's share of gold produced from mining operations on its NAPTAU GOLD CORPORATION Notes to Financial Statements (expressed in United States Dollars) June 30, 1997 ================================================================================ placer mining leases, if any. Noble also granted the Company an extension to June 30, 1997 of the revised balance due of $954,500 as at December 31, 1995 in consideration for the Company agreeing to pay interest on such balance at a rate of 10% per annum. The Company reduced contracts payable and increased additional paid-in capital by $1,000,000 each during 1996 as a result of this amending agreement. The value of the gold to be paid to Noble has not been accrued in these financial statements due to the uncertainty of ultimate payment. In addition to funding future annual operating expenditures on the Placer Leases, the operating agreement provides that the proceeds from production from the Placer Leases, if any, will be divided between the Company and Noble as follows: o for the first $1,000,000 of proceeds or 2,500 ounces of raw gold (converted to a dollar amount), whichever is lesser, 10% of such proceeds to Noble; o for the next $1,000,000 of proceeds or 2,500 ounces of raw gold (converted to a dollar amount), whichever is lesser, 17.5% of such proceeds to Noble; and o for cumulative operating revenues in excess of $2,000,000 or 5,000 ounces of raw gold (converted to a dollar amount), whichever is lesser, 25% of such proceeds to Noble. (b) Placer Lease acquired from an affiliate of the Company: During 1995, the Company acquired a Placer Lease owned by an affiliate of the Company (the "Affiliate"), for $200,000 (accrued but not yet paid) and 800,000 common shares of the Company that have been assigned their par value of $0.001 per share. During 1996 the Company entered into extension agreements with the Affiliate with respect to its contract payable to the Affiliate, whereby the Company issued 8,500 common shares at an agreed price of $2.40 per share to initially extend the due date for the amount outstanding under the contract payable to June 30, 1996 and subsequently agreed to pay the Affiliate 100 ounces of gold produced from mining operations on all of its placer mining leases, if any, for extending the due date to October 12, 1997. The ascribed value for the common shares issued has been included in deferred interest and financing costs in mineral properties, however, the value of the gold to be paid to the Affiliate has not been accrued in these financial statements due to the uncertainty of ultimate payment. 4. Amounts payable to related parties: Loans payable to related parties consist of amounts received from directors and officers are non-interest bearing and have no specific terms of repayment. During 1996, the directors and officers converted $96,000 of these loans into 40,000 shares at a price of $2.40 per share. At June 30,1997, accounts payable and accrued liabilities include accruals totaling $180,000 (1996 - $90,000, 1995 - $45,000) for salaries to a director and officer pursuant to an employment agreement (note 6), which are included in management salary expense for the period. NAPTAU GOLD CORPORATION Notes to Financial Statements (expressed in United States Dollars) June 30, 1997 ================================================================================ 5. Capital stock: (a) Authorized: During 1995, the Company increased the authorized capital stock from 200 common shares with a par value of $0.001 per share to 25,000,000 shares consisting of 5,000,000 preferred shares and 20,000,000 common shares, each with a par value of $0.001 per share, of which 1,900 common shares were outstanding. The Company subsequently split the 1,900 common shares outstanding on a 10,000 new for 1 old basis. The number of shares issued as at December 31, 1994 have been restated to reflect this share split as if it had occurred on inception. (b) Issued: A continuity of the Company's issued and outstanding capital stock is as follows:
================================================================================================ Common shares ------------------------- Additional Year Consideration Number Amount Paid-in capital Total ================================================================================================ Balance December 31, 1994 (note 5(a)) 1,900,000 $ 1,900 $ -- $ 1,900 1995 Mineral properties (note 3(a)) 4,000,000 4,000 1,771,000 1,775,000 1995 Reduction in additional paid-in capital relating to operating agreements with Noble (note 3(a)) -- -- (1,602,661) (1,602,661) 1995 Mineral properties (note 3(b)) 800,000 800 -- 800 ================================================================================================ Balance, December 31, 1995 6,700,000 6,700 168,339 175,039 1996 Services under stock grant program (note 5(c)(ii)) 100,000 100 -- 100 1996 On conversion of loans payable to related parties(note 4) 40,000 40 95,960 96,000 1996 As consideration for extending the due dates of contracts payable (note 3) 93,500 94 224,306 224,400 1996 Increase in additional paid-in capital resulting from amendment to operation agreement with Noble (note 3(a)) -- -- 1,000,000 1,000,000 1996 Increase in additional paid-in capital resulting from amendment to operation agreement with Noble (note 3(a)) -- -- 45,500 45,500 - ------------------------------------------------------------------------------------------------ Balance, December 31, 1996 and June 30, 1997 6,933,500 $ 6,934 $ 1,534,105 1,541,039 ================================================================================================
NAPTAU GOLD CORPORATION Notes to Financial Statements (expressed in United States Dollars) June 30, 1997 ================================================================================ 5. Capital stock: (continued) (c) Stock option plan and stock grant program: In June, 1995 the Company adopted a non-qualified stock option plan and a stock grant program with the following provisions: (i) Stock option plan: The Company has reserved 300,000 shares of its authorized common stock for issuance to key employees or consultants of the Company and affiliates. Under this plan, no employee may receive more than 100,000 stock options. Options are non-transferable and expire if not exercised within two years. The options may not be exercised by the employee until after the completion of two years of employment with the Company. The options are issuable to officers, key employees and consultants in such amounts and prices as determined by the Board of Directors. As of June 30, 1997, no options were granted pursuant to this plan. (ii) Stock grant program: The Company has reserved 300,000 shares of its authorized common stock for issuance to key employees and directors. Under this plan, no employee may receive more than 100,000 shares. The program requires the employee to remain in the employ of the Company for at least one year following the grant and to agree not to engage in any activity which would be considered in competition with the Company's business. If the employee violates any one of these conditions the ownership of the shares issued under the program shall revert back to the Company. The shares issued under the program are non-transferable for two years. As of December 31,1995, a total of 100,000 shares had been granted to five directors pursuant to this plan which were recorded during the period granted at their par value of $0.001 per share. These shares were issued in 1996. 6. Commitments: On June 30, 1995, the Company entered into a five-year employment agreement with the President of the Company that provides for a salary of $7,500 per month beginning July 1,1995 (plus a cost of living adjustment to be made on the first day of each calendar year). The agreement also provides for additional incentive compensation equal to 1/2 of 1% Of net sales up to $5,000,000, 3/4 of 1% on the next $20,000,000 in net sales and 1 percent of net sales above $25,000,000. NAPTAU GOLD CORPORATION Notes to Financial Statements (expressed in United States Dollars) June 30, 1997 ================================================================================ 7. Income taxes: Under the asset and liability method of accounting for income taxes, deferred income tax assets and liabilities are measured using enacted tax rates for the future income tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. For all periods presented, the Company has not recognized any deferred tax assets or liabilities as the available benefits, primarily as a result of loss carry forwards of approximately $222,000 arising in 1995 and l996, are fully offset by a valuation allowance of the same amount. 8. Supplementary cash flow information: The following non-cash financing and investing activities occurred during the period:
================================================================================================== Inception to Six months to June 30, June 30, Year end December 31, - -------------------------------------------------------------------------------------------------- 1997 1997 1996 1995 1994 --------------------------------------------------------------- Expenditures on mineral $ 744,189 $ 403,859 $ 340,330 $ -- $ -- properties by way of increase in contracts payable Acquisition of mineral 2,200,000 -- -- 2,200,000 -- properties for contracts payable Reduction of contracts payable 1,000,000 -- 1,000,000 -- -- on amendment of operating agreement with Noble and resulting increase in additional paid-in capital Issue of common shares: For 443,039 -- 269,900 173,139 -- mineral properties, net of reduction of additional paid- in capital relating to agreements with Noble On settlement of loans 96,000 -- 96,000 -- -- payable to related parties ==================================================================================================
The Company did not pay any interest or income taxes during the periods ended December 31, 1996, 1995 or 1994. Item 2. Plan of Operation Overview The Company is engaged in the acquisition, exploration and development of mineral properties, primarily gold properties located in the Cariboo mining district. The Company's properties are comprised of five adjacent placer mining leases and two adjacent staked placer claims (collectively, the "Properties") located in the Cariboo Mining District, British Columbia, Canada. It is estimated that the Company and prior owners of the properties have expended an aggregate of approximately $4,000,000 in exploring and developing the Properties. Because of the inconsistence of placer golds, none of the Company's prospects or properties may be defined as containing proven or probable reserves. Although prior exploration programs have produced in excess of 300 ounces of new gold from the Properties, the Company has not generated meaningful revenues and will not generate revenues until commencement of placer mining operations which are subject to the Company's ability to raise additional funds. The Company is completing exploratory activities on the Properties during the early part of the 1997 mining season, which generally runs from late April to mid-November. Based upon results of exploratory activities to date, the Company has moved a production plant on site with a processing capacity of approximately 400,000 cubic yards of material over the course of a mining season. Shakedown time will be required during start-up before production during which the Company will process marginal pay gravels while working its way into the main channel deposits. The processing plant cost approximately $250,000. Funds necessary to acquire the plant and to commence operations were loaned by Noble. It is anticipated that operating costs for the 1997 mining season estimated at approximately $500,000 will be offset, in part, with funds from initial operating activities. Currently, the Company is obligated to Noble in the amount of $1,295,831 pursuant to the Operating Agreement entered into in 1995. The Company will need to raise cash, in the form of either debt or equity, to conduct operations as planned. Currently, the Company anticipates that cash sufficient to carry it through the 1997 mining season will be provided by Noble. Nevertheless, the Company intends to seek to raise up to $3,000,000 through a private placement of either debt or equity. There is no assurance that any monies will be made available to the Company or whether, if available, the terms thereof will be acceptable to the Company. At June 30, 1997, the Company had a working capital deficit of $2,134,105, a substantial portion of which is owed to affiliated parties. During the first six months of 1997 the Company's operating expenses consisted primarily of amounts accrued in respect of officer salaries and professional fees. The Company's continuing operations and ability to realize the amounts shown on mineral properties on the balance sheet are dependent upon the Company's ability to obtain the financing necessary to meet its obligations and continue its exploration and development activities. To date, substantially all of the financing for the Company's mining activities has been provided by Noble. There is no assurance that Noble will continue to fund the Company or that necessary financing will be made available by third parties or, if made available, be on terms acceptable to the Company. PART II. OTHER INFORMATION None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NAPTAU GOLD CORPORATION /s/ Edward D. Renyk ---------------------------------- Dated: April 23, 1998 By: Edward D. Renyk President and Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----