-----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, TKiAPwJkHblr6XUJlY+0/a7BZ/fZ0ALQM0B16pUBr3CpKGGpCqE7fGdu3BRzPEep DTJcCrgxRN+sJF8E5J8OIg== 0001005477-98-002224.txt : 19980720 0001005477-98-002224.hdr.sgml : 19980720 ACCESSION NUMBER: 0001005477-98-002224 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980717 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: 98668239 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 March 31, 1998 |_| 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.) 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 |_| No |X| 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 March 31, 1998. Transitional Small Business Disclosure Format (check one): Yes |_| No |X| ================================================================================ Form 10-QSB INDEX Page Number "Safe Harbor" Statement.................................................... 1 Part 1. Financial Information.............................................. 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 Balance Sheets (expressed in United States dollars) March 31, 1998 December 31, 1997 -------------- ----------------- Assets Current assets Cash $ 496 $ -- Equipment 71,582 71,582 Mineral properties 3,382,570 3,341,831 Deferred financing costs -- -- ----------- ----------- $ 3,454,648 $ 3,413,413 =========== =========== Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 299,821 $ 277,251 Contracts payable to related parties 1,962,134 1,908,893 Loans payable to related parties 23,137 27,680 ----------- ----------- $ 2,285,092 $ 2,213,824 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 1,534,105 1,534,105 Deficit (371,483) (341,450) ----------- ----------- $ 1,169,556 $ 1,199,589 $ 3,454,648 $ 3,413,413 =========== =========== See accompanying notes to financial statements. 2 Statements of Operations and Deficit (expressed in United States dollars) Three months Three months Ended March 31, Ended March 31, 1998 1997 --------------- --------------- Expenses: Interest Expense $ 830 $ -- Management salary 22,500 22,500 Professional fees 6,668 4,095 Office and administrative 35 -- --------- --------- Loss for the period 30,033 (26,595) Deficit, beginning of period (341,450) (207,882) --------- --------- Deficit, end of period $ 371,483 $(234,478) --------- --------- Loss per share $ -- $ (0.01) --------- --------- See accompanying notes to financial statements. 3 Statements of Cash Flows (expressed in United States dollars) Three months Three months Ended Ended March 31, 1998 March 31, 1997 --------------- --------------- Cash generated from (used in): Operations: Loss for the period $ (30,033) $ (26,595) Changes in non-cash operating working capital: Accounts payable and accrued liabilities 22,570 26,097 --------- --------- (7,463) (499) Financing: Deferred financing costs -- (101) Payment of contracts payable 53,241 -- Loans payable to related parties (4,543) 600 --------- --------- 48,698 (499) Investing activities: Mineral properties (40,739) -- --------- --------- Increase in cash $ 496 $ 0 Cash, beginning of period 0 0 --------- --------- Cash, end of period $ 496 $ 0 ========= ========= 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, 1998 and for the three month periods ending March 31, 1998 and 1997 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. The results of operations for the three month period ended March 31, 1998 are not necessarily indicative of the results that may be expected for the full year ended December 31, 1998. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's 1997 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, 1998, the Company had a working capital deficiency of approximately $2,285,000, 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. 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 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 Properties may be defined as containing proven or probable reserves. Although prior exploration programs have produced in excess of 300 ounces of gold from the Properties, the Company has not generated meaningful revenues and will not generate revenues until commencement of full-scale placer mining operations. 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 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. At the commencement of the 1998 mining season the Company completed the tasks necessary to commence production. In May and June 1998 the Company successfully initiated test runs of the production plant yielding initial limited quantities of gold. The Company anticipates that it will continue to process materials through the balance of the 1998 mining season. The Company intends to stop processing materials and shut the mine down for winter in late September 1998. The Company currently anticipates that it will process approximately 300,000 cubic yards of material over the balance of the 1998 mining season. At March 31, 1998, the Company had a working capital deficit of approximately $2,285,000, a substantial portion of which is owed to Noble, $1,762,134, and officers and directors of the Company, all of whom have a vested interest in ensuring the Company's continued existence. During the first three months of 1998 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 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. 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: July 17, 1998 By: Edward D. Renyk President and Principal Accounting Officer EX-27 2 FDS
5 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 496 0 0 0 0 496 3,454,152 0 3,454,648 2,285,092 0 0 0 6,934 1,162,622 3,454,648 0 0 0 0 30,033 0 830 (30,033) 0 (30,033) 0 0 0 (30,033) 0 0
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