-----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, AzbjfBRmL60oJZGVMB+9IK7AxTY8/+y0MBs69c5u5+Wx8X1qF74v4pJ1Rjpsz8oC ieFCV3EPJx47DjZECpXxDw== 0001169232-03-003681.txt : 20030514 0001169232-03-003681.hdr.sgml : 20030514 20030514131209 ACCESSION NUMBER: 0001169232-03-003681 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030514 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: 1934 Act SEC FILE NUMBER: 000-26600 FILM NUMBER: 03697957 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 d55743_10qsb.txt QUARTERLY REPORT ================================================================================ 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 March 31, 2003 |_| 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: 6,133,500 shares of Common Stock, $.001 par value, were outstanding, as of May 12, 2003. 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 Item 3. Controls and Procedures ........................................... 6 PART II OTHER INFORMATION ................................................. 6 Item 2. Changes in Securities ............................................. 6 Item 3. Defaults under Senior Securities .................................. 6 Item 5. Other Information ................................................. 6 SIGNATURES......................................................... 7 Certification ..................................................... 8 Item 6. Exhibits and reports on Form 8-K .................................. 9 Exhibit 99.1 ................................................ 10 "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. Financial Statements NAPTAU GOLD CORPORATION Balance Sheets (expressed in United States dollars) March 31, 2003 March 31, 2002 -------------- --------------- Assets Current assets Cash $ 71 $ 1,082 ----------- ----------- $ 71 $ 1,082 =========== =========== Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 723,072 $ 625,160 Loans payable 197,235 175,803 Loans payable to related parties 75,424 67,396 ----------- ----------- $ 995,731 $ 868,359 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: 6,133,500 common shares 6,134 5,934 Additional paid-in capital 1,582,105 1,582,105 Deficit (2,583,899) (2,383,955) ----------- ----------- $( 995,660) $( 867,277) ----------- ----------- $ 71 $ 1,082 =========== =========== See accompanying notes to financial statements. 2 NAPTAU GOLD CORPORATION Statements of Operations and Deficit (expressed in United States dollars) Three Months Ended Mar 31, 2003 Mar 31, 2002 ------------ ------------ Expenses: Interest and financing $ 14,997 3,203 Management salary 22,500 22,500 Professional fees 1,165 1,722 Office and administrative 466 694 ----------- ---------- Loss for the period (39,128) (28,119) Deficit, beginning of period (2,544,771) (2,427,197) ----------- ---------- Deficit, end of period $(2,583,899) (2,455,316) =========== ========== Loss per share $ (0.006) (0.005) =========== ========== See accompanying notes to financial statements. 3 NAPTAU GOLD CORPORATION Statements of Cash Flows (expressed in United States dollars)
Three Months Ended Mar 31, 2003 Mar 31, 2002 ------------ ------------ Cash generated from (used in): Operations: Loss for the period $(39,128) (28,119) Changes in non-cash operating working capital: Accounts payable and accrued liabilities 29,662 21,154 -------- ------- (9,466) (6,965) Financing: Contracts payable 4,924 3,203 Loans payable to related parties 4,516 4,513 -------- ------- 9,440 7,716 -------- ------- Increase in cash (26) 751 Cash, beginning of period 97 331 -------- ------- Cash, end of period 71 1,082 ======== =======
See accompanying notes to financial statements. 4 NAPTAU GOLD CORPORATION Notes to Financial Statements March 31, 2002 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. At present the Company holds no interest in any mineral properties. The Company's principal business activity was the exploration and development of mineral properties and is presently engaged in researching, independently or jointly, opportunities in technology related areas. The financial statements presented herein as of March 31, 2003 and for the three-month periods ending March 31, 2003 and 2002 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, 2003 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2003. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's 2002 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, 2003, the Company had a working capital deficiency of approximately $996,000, 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 engaged in the acquisition, exploration and development of mineral properties. As an outcropping of its exposure to the mineralogy, metallurgy, environmental, and health concerns related to the extraction, recovery and use of minerals, and drawing upon the experience and knowledge brought to the Company by its Directors and Officers, the Company is pursuing the commercial exploitation of such knowledge. In addition, it is researching, independently or jointly, opportunities in technology related areas. Naptau has not incurred new debt other than that due to shareholders, Officers and/or Directors and existing debtors. Item 3. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures. Within the 90 days prior to the date of this Report, we carried out an evaluation, under the supervision and with the participation of our management, including the Company's Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Company's Chief Executive and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic filings with the U.S. Securities and Exchange Commission. (b) Changes in Internal Controls. There were no significant changes in our internal controls or in other factors that could significantly affect these internal controls subsequent to the date of our most recent evaluation. PART II OTHER INFORMATION Item 2. Changes in Securities On April 5, 2002 the Company issued 200,000 shares of common stock to Directors of the Company pursuant to a Stock Grant Program dated June 30, 1995. Item 3. Defaults upon Senior Securities The Company was in default of principal and accrued interest on Contracts Payable of $111,580 due December 31, 2001. Negotiations were successfully concluded to extend the repayment periods on these contracts to June 30, 2003. Costs of $14,946 related the contract extensions and to accrued interest on these accounts for the Quarter have been included in the Operating Statement under Interest Expense. Item 5. Other Information On June 30, 1995 the Company entered into a five year employment agreement with the President of the Company which expired June 30, 2000 with the agreement that the President of the Company continue with his duties and responsibilities until a new contract is authorized by the Board of Directors. 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: May 13, 2003 By: Edward D. Renyk, CA President and Principal Accounting Officer 7 CERTIFICATIONS I, Edward D. Renyk, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Naptau Gold Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 13, 2003 By: /s/ Edward D. Renyk --------------------------- Edward D. Renyk Chief Executive Officer (Principal Executive Officer) Chief Accounting Officer (Principal Financial Officer) 8 Item 6. Exhibits and Reports on Form 8-K a) Exhibits: The following Exhibits are furnished as part of this report. * 99.1 b) During the quarter for which this report is filed the Company did not file any reports on Form 8-K * Filed herewith 9 EX-99.1 3 d55743_ex99-1.txt CERTIFICATION EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Naptau Gold Corporation (the "Company") on Form 10-QSB for the quarterly period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Edward D. Renyk, Chief Executive Officer and Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the period covered by the Report. Date: May 13, 2003 By: /s/ Edward D. Renyk -------------------------------- Edward D. Renyk Chief Executive Officer (Principal Executive Officer) and Chief Accounting Officer (Principal Financial Officer) A signed original of this written statement required by Section 906 has been provided to Naptau Gold Corporation and will be retained by Naptau Gold Corporation and furnished to the Securities and Exchange Commission or its staff upon request. 10 -----END PRIVACY-ENHANCED MESSAGE-----