-----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, LnxPSKUwhpv5uL8F7nrEAJpKVtpqM+ScwIZts8QTrxNRyn2flMxP1th6qerqzIto SAbZKeoZdGeSYmwlA3ca2Q== /in/edgar/work/0001005477-00-007923/0001005477-00-007923.txt : 20001116 0001005477-00-007923.hdr.sgml : 20001116 ACCESSION NUMBER: 0001005477-00-007923 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAPTAU GOLD CORP CENTRAL INDEX KEY: 0000949268 STANDARD INDUSTRIAL CLASSIFICATION: [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: 768429 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 0001.txt FORM 10QSB ================================================================================ UNITED STATES 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 September 30, 2000 |_| 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 name, former address and former fiscal year, if changed since last report) ----------------------------- 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 September 30, 2000. 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. 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 OTHER INFORMATION ................................................. 6 Item 6. Exhibits and Reports on Form 8-K................................... 6 SIGNATURES......................................................... 7 FINANCIAL DATA SCHEDULE............................................ 8 "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 status of discussions with third parties, the ability of the Company to advance discussions to the next level of negotiation, the ability of the Company to advance to formal agreement with third parties, 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 future agreements, unanticipated delays or other problems, conclusion of feasibility studies, changes in project parameters or plans, the timing and receipt of governmental approvals, the failure of parties or processes to operate in accordance with specifications or expectations, delays in closings or start-up dates, environmental costs and risks, 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. 1 PART 1. FINANCIAL INFORMATION Item 1. NAPTAU GOLD CORPORATION Balance Sheets (expressed in United States dollars)
September 30, 2000 December 31, 1999 ------------------ ----------------- Assets Current assets Cash $ 112 $ 1,042 ----------- ----------- $ 112 $ 1,042 =========== =========== Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 540,148 $ 469,705 Loans payable 147,926 138,631 Loans payable to related parties 39,686 34,797 ----------- ----------- $ 727,760 $ 643,133 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: 5,933,500 common shares 5,934 5,934 Additional paid-in capital 1,582,105 1,582,105 Deficit (2,315,688) (2,230,130) ----------- ----------- $ (727,649) $ (642,091) ----------- ----------- $ 112 $ 1,042 =========== ===========
See accompanying notes to financial statements. 2 NAPTAU GOLD CORPORATION Statements of Operations and Deficit (expressed in United States dollars)
Nine Months Ended Three Months Ended Sept 30, 2000 Sept 30, 1999 Sept 30, 2000 Sept 30, 1999 ------------- ------------- ------------- ------------- Expenses: Exploration expenditures $ -- 194,796 -- 192,505 Interest and financing 10,123 86,639 2,865 28,922 Investor relations -- 51,215 -- 47,520 Management salary 67,500 67,500 22,500 22,500 Professional fees 4,552 26,408 685 4,376 Office and administrative 3,383 3,938 800 688 ----------- ----------- ----------- ---------- Loss for the period (85,558) (430,496) (26,850) (296,511) Deficit, beginning of period (2,230,130) (2,339,027) (2,288,811) (2,473,012) ----------- ----------- ----------- ---------- Deficit, end of period $(2,315,688) $(2,769,523) (2,315,661) (2,769,523) =========== =========== =========== ========== Loss per share $ (0.01) $ (0.07) $ (0.005) (0.05) =========== =========== =========== ==========
See accompanying notes to financial statements. 3 NAPTAU GOLD CORPORATION Statements of Cash Flows (expressed in United States dollars)
Nine Months Ended Three Months Ended Sept 30, 2000 Sept 30, 1999 Sept 30, 2000 Sept 30, 1999 ------------- ------------- ------------- ------------- Cash generated from (used in): Operations: Loss for the period $ (85,558) (430,496) (26,850) (296,511) Changes in non-cash operating working capital: Accounts payable and accrued liabilities 70,444 168,348 24,185 46,470 --------- -------- ------- -------- (15,144) (262,148) (2,665) (250,041) Financing: Contracts payable 9,295 259,681 2,865 236,715 Loans payable to related parties 4,889 (198) 1,200 11,801 --------- -------- ------- -------- 14,784 259,879 4,065 (248,516) --------- -------- ------- -------- Increase in cash (930) (2,269) 1,400 (1,525) Cash, beginning of period 1,042 2,734 (1,288) 1,990 --------- -------- ------- -------- Cash, end of period $ 112 465 112 465 ========= ======== ======= ========
See accompanying notes to financial statements. 4 NAPTAU GOLD CORPORATION Notes to Financial Statements September 30, 2000 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. The operation of the mineral properties was unsuccessful and as at December 31, 1999 the Company entered into a recission and release agreement whereby all assets previously acquired, including staked placer leases and related production equipment located on the properties, were conveyed back in consideration for the release from all related debts and obligations. The Company agreed to transfer all exploration account balances for Canadian tax purposes relating to the operation of the mineral properties. The Company's principal business activity was the exploration and development of mineral properties. The financial statements presented herein as of September 30, 2000 and for the three-month periods ending September 30, 2000 and 1999 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. Mineral property interests: Mineral property acquisition costs and related interest and financing costs 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 estimated fair value of common shares issued for mineral properties, based on recent share issuances. 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. 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. Results of operations for the three month period ended September 30, 2000 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2000. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's 1999 Annual Report on Form 10-KSB. These financial statements have been prepared on the basis of accounting principles applicable to a going concern. At September 30, 2000, the Company had a working capital deficiency of approximately $728,000, 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. 5 Item 2. Plan of Operation The Company, historically, has been engaged in the acquisition, exploration and development of mineral properties, primarily gold or platinum. The Company has been approached and has reviewed several business opportunities outside the resource industry. In particular, internet related opportunities in the fields of infrastructure and associated technology, corporate incubator projects, and non-internet projects related to the communications industry. The Company has reviewed and rejected four proposals and is actively reviewing two potential business opportunities. Further information will be forthcoming as matters develop. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K On May 18th, 2000 Mr. Larry Fix, Director, consented and was appointed to act as Secretary of the Company. On May 18th, 2000, under the Stock Grant Program(1) established June 30, 1995, the Company authorized the issuing of common stock as follows: Larry Fix 50,000 common shares at par value of $0.001 per share Lloyd Mear 75,000 common shares at par value of $0.001 per share Edward Renyk 75,000 common shares at par value of $0.001 per share As of September 30, 2000 this common stock had not been formally issued from the treasury of the Company. On May 18, 2000, under the Stock Option Plan(1) established June 30, 1995, the Company issued 300,000 Stock Options which entitle the Optionee to purchase one fully paid common share of the Company at the price of $0.05 per common share for a period of two years from the date of granting. On May 18, 2000 the Company's shares traded on the OTC Bulletin Board at $0.055 on a volume of 43,500 shares. (1) Incorporated by reference to the Company's Form 10-SB, Commission File No. 0-25786. The Company is presently negotiating with Mr. Edward Renyk to extend his position as President of the Company. His contract expired on June 30, 2000 but he has agreed to carry on the duties and responsibilities of CEO, President and Principal Accounting Officer on a month to month basis until the conclusion of negotiations and signing of a new contract. As of the date of this report an agreement has been presented to the Board of Directors for review, and if acceptable, for approval. 6 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: November 06, 2000 By: Edward D. Renyk, CA President and Principal Accounting Officer 7 EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 9-MOS DEC-31-2000 JAN-01-2000 SEP-30-2000 112 0 0 0 0 112 112 0 112 727,760 0 0 0 5,934 (727,649) 112 0 0 0 0 85,558 0 10,123 (85,558) 0 (85,558) 0 0 0 (85,558) (0.01) (0.01)
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