-----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, PVoG35G1t/pp6IfaY1/DSPKuQO50rHN5P2hqU7yER3WwuFTHBP4PPIdWynmAdQtH uLMlFzUQepyNdeyzhSsLoQ== 0001005477-99-002460.txt : 19990518 0001005477-99-002460.hdr.sgml : 19990518 ACCESSION NUMBER: 0001005477-99-002460 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 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: 99627932 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 10-QSB ================================================================================ 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 March 31, 1999 |_| 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 0-2660 ---------------------------------------- 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.) 5391 Blundell Road Richmond BC Canada V7C 1H3 (address of principal executive offices) (604) 277-5252 (Issuer's telephone number) -------------------------------------------------- (former address) 9551 Bridgeport Road Richmond BC Canada V6X 1S3 ----------------------------- (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: 5,933,500 shares of Common Stock, $.001 par value, were outstanding, as of March 31, 1999. Transitional Small Business Disclosure Format (check one): Yes |_| No |X| ================================================================================ Form 10-QSB INDEX Page Number "Safe Harbor" Statement.................................................... 1 Part I. Financial Information.............................................. 2 Item 1. Financial Statements .............................................. 2 Balance Sheets...................................................... 2 Statements of Operations and Deficit................................ 3 Statements of Cash Flows............................................ 4 NOTES TO FINANCIAL STATEMENTS....................................... 5 Item 2. Plan of Operation.................................................. 6 Part II.................................................................... 6 Item 6. Exhibits and Reports on Form 8-K................................... 6 SIGNATURES.......................................................... 7 "Safe Harbor" Statement Cautionary Statement for purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995. With the exception of historical matters, the matters discussed in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. Such forward-looking statements include statements regarding planned levels of development, exploration and other expenditures, anticipated production and schedules for development. Factors that could cause actual results to differ materially include, among others, decisions and activities related to the mining properties, unanticipated grade, geological, metallurgical, processing or other problems, conclusion of feasibility studies, changes in project parameters or plans, the timing and receipt of governmental permits, the failure of plant, equipment or processors to operate in accordance with specifications or expectations, results of current exploration activities, accidents, delays in start-up dates, environmental costs and risks, changes in gold prices, as well as other factors described elsewhere in this Form 10-QSB. Most of these factors are beyond the Registrant's ability to predict or control. The Registrant disclaims any obligation to update any forward-looking statement made herein. Part 1. Financial Information Item 1. Financial Statements Balance Sheets (expressed in United States dollars) March 31, 1999 December 31, 1998 -------------- ---------------- Assets Current assets Cash $ 2,780 $ 2,734 Equipment 71,582 71,582 Mineral properties 2,098,200 2,098,200 ----------- ----------- $ 2,172,562 $ 2,172,516 =========== =========== Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 413,791 $ 386,357 Contracts payable to related parties 2,533,330 2,506,843 Loans payable to related parties 42,565 30,304 ----------- ----------- $ 2,989,686 $ 2,923,504 Shareholders' equity Capital stock 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 Additional paid-in capital 1,581,105 1,581,105 Deficit (2,405,163) (2,339,027) ----------- ----------- $( 817,124) $( 750,988) ----------- ----------- $ 2,172,562 $ 2,172,516 =========== =========== See accompanying notes to financial statements. 2 Statements of Operations and Deficit (expressed in United States dollars) Three months Ended March 31, 1999 1998 --------------- --------------- Expenses: Exploration expenditures $ 1,652 $ 10,672 Interest and financing 28,574 830 Management salary 22,500 22,500 Professional fees 11,358 6,668 Office and administrative 2,052 35 ---------- --------- Loss for the period ( 66,136) ( 40,705) Deficit, beginning of period (2,339,027) (1,325,111) ---------- --------- Deficit, end of period $(2,405,163) $(1,365,817) ---------- --------- Loss per share $ (0.01) $ -- --------- --------- See accompanying notes to financial statements. 3 Statements of Cash Flows (expressed in United States dollars) Three months ended March 31, 1999 1998 --------------- --------------- Cash generated from (used in): Operations: Loss for the period $ (66,136) $ (40,705) Changes in non-cash operating working capital: Accounts payable and accrued liabilities 27,434 22,570 --------- --------- (38,702) (18,135) Financing Activities: Changes in contracts payable 26,487 53,241 Loans payable to related parties 12,261 ( 4,543) --------- --------- 46 48,698 Investing activities: Mineral properties -- 30,067) --------- --------- Increase in cash $ 46 $ 496 Cash, beginning of period 2,734 -- --------- --------- Cash, end of period $ 2,780 $ 496 ========= ========= See accompanying notes to financial statements. 4 NAPTAU GOLD CORPORATION NOTES TO FINANCIAL STATEMENTS 1. The Company and basis of presentation: Naptau Gold Corporation (the "Company") was formed under the laws of the State of Delaware on January 8, 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"). The financial statements presented herein as of March 31, 1999 and for the three month periods ending March 31, 1999 and 1998 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal and recurring adjustments) necessary for a fair presentation of financial position and results of operations. Such financial statements do not include all of the information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles. Results of operations for the three month period ended March 31, 1999 are not necessarily indicative of the results that may be expected for the full year ended December 31, 1999. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's 1998 Annual Report on Form 10-KSB. These financial statements have been prepared on the basis of accounting principles applicable to a going concern. At March 31, 1999, the Company had a working capital deficiency of approximately $2,987,000, a significant portion of 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 its related parties and the ability of the Company to obtain the necessary financing to meet its liabilities as they come due. 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. Exploration and development expenditures are expensed in the period incurred until such time as the Company establishes the existence of commercial feasibility at which time these costs will be deferred. 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 are not intended to reflect present or future values. The recoverability of the amounts shown as mineral properties is dependent upon 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. 5 NAPTAU GOLD CORPORATION Item 2. Plan of Operation The Company is engaged in the acquisition, exploration and development of mineral properties, primarily gold properties. The Company's properties are comprised of one Lease of Placer Minerals (LPM) 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 $4,500,000 in exploring and developing the Properties. Because of the inconsistencies of placer golds, none of the Company's Properties may be defined as containing proven or probable reserves. In May 1997 the Company moved a new $250,000 production plant on site with the expectation of processing 150,000 to 200,000 cubic yards of material over the 5 to 6 month 1997 mining season. This represented an average operating level of 50% of the capacity of the plant. This conservative estimate was based on the assumption that shakedown time would be required during start-up of production and the necessity of processing marginal pay gravels while opening the main channel deposits. Production did not commence during the 1997 mining season, however, due to the failure of the manufacturer of the production plant to deliver a turnkey plant. The Company spent the 1997 season, a portion of the 1998 season and approximately $100,000 bringing the plant to operating status. Concurrently with the preparation of the production plant, the Company carried on further site preparation in anticipation of an upcoming season of production. The Company has not generated meaningful revenues which will only be realized upon the commencement of full-scale mining operations. At the end of the 1998 mining season the Company successfully completed sustained test runs of the production plant yielding quantities of gold as detailed in the following table. - -------------------------------------------------------------------------------- Days of Cubic Yds. Recovered Ounces Oz/Cu. Yd. $/Cu. Yd. Processing Processed Grams Between Clean-ups - -------------------------------------------------------------------------------- 3 900 473.3 15.22 0.017 3.87 6 1,580 2,092.7 67.28 0.049 11.05 3 672 1,696.7 54.55 0.081 16.91 4 1,814 4,063.3 130.65 0.072 17.34 5 1,642 2,976.0 95.68 0.058 14.33 7 2,360 6,716.4 215.93 0.091 24.17 - -------------------------------------------------------------------------------- "Clean-up" is the process of removing concentrated gold bearing materials accumulated in a secure area of the processing plant and occurs at the discretion of management, under the scrutiny of Company management personnel. Because of the record snow fall at the site this season the Company anticipates that it will commence operations around the end of May, 1999, subject to weather conditions and the dissipation of the snow cover. Currently, the Company estimates that it will process approximately 300,000 cubic yards of material over the term of the 1999 mining season. During the current quarter, Noble Metal Group Incorporated requested and the Company agreed that as consideration for granting an extension of the due date of the remaining balance due to Noble, the Bill of Sale Absolute for the Placer Leases will be placed in trust with Noble's attorney until such time as the Company has fulfilled all of its obligations to Noble with respect to repayment of debt. Noble also agreed to convert 1,000,000 common shares of the Company into an obligation to pay Noble 8,695 ounces of gold from the Company's share of gold referred to in previous agreements in the following manner: (i) for 1999, 33% of the ounces of gold remaining after fulfillment of previous obligations to Noble; and (ii) for 2000 and thereafter and until the 8,695 ounces have been paid to Noble, 50% of the ounces of gold after fulfillment of previous obligations to Noble. The parties agreed that the Company may at any time elect to pay Noble more ounces of gold than the minimum levels specified above. The Company also entered into a further agreement with an Affiliate, with respect to its contract payable to such Affiliate of $200,000, whereby the Company agreed to pay the Affiliate 200 ounces of gold instead of 150 ounces previously agreed, from the Company's share of gold produced from mining operations on its placer leases, if any, to extend the due date to December 31, 2001. At March 31, 1999, the Company has a shareholders' deficiency of approximately $817,000 and working capital deficiency in excess of $2,900,000, a significant portion of which is due to related parties, all of whom have a vested interest in ensuring the Company's continued existence. The Company's continuing operations and ability to realize the amounts shown as mineral properties on its 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. On March 31, 1999 the Company concluded the listing for Blue Sky purposes and was published in the Standard & Poor's Corporation Records Current News Edition dated March 31, 1999. Subsequent to this, the Company, through First London Securities, Inc. was approved for quotation on the OTC Bulletin Board. Part II Item 6. Exhibits and Reports on Form 8-K Response: None. 6 NAPTAU GOLD CORPORATION 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: May 14, 1999 By: Edward D. Renyk President and Principal Accounting Officer EX-27 2 FDS --
5 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 2,780 0 0 0 0 2,780 2,172,562 0 2,172,562 2,989,686 0 0 0 6,934 (817,124) 2,172,562 0 0 0 0 66,136 0 28,885 (66,136) 0 (66,136) 0 0 0 (66,136) (0.01) (0.01)
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