SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
NAMIBIAN COPPER MINES, INC.
(Name of Small Business Issuer in its charter)
DELAWARE 86-0800964
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
C/O BILLIE J. ALLRED
232 EAST 300 SOUTH
PIMA, ARIZONA 85543
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (520) 485-0105
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE
Securities to be registered under Section 12(g) of the Act:
Common Stock
(Title of class)
<PAGE>
TABLE OF CONTENTS
Page
COVER PAGE 1
TABLE OF CONTENTS 2
PART I 3
DESCRIPTION OF BUSINESS 3
DESCRIPTION OF PROPERTY 10
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 10
REMUNERATION OF DIRECTORS AND OFFICERS 11
SECURITY OWNERSHIP OF MANAGEMENT AND 12
CERTAIN SECURITYHOLDERS
INTEREST OF MANAGEMENT AND OTHERS IN 13
CERTAIN TRANSACTIONS
SECURITIES BEING OFFERED 13
PART II 14
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S 14
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
LEGAL PROCEEDINGS 14
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 14
RECENT SALES OF UNREGISTERED SECURITIES 14
INDEMNIFICATION OF DIRECTORS AND OFFICERS 15
PART F/S 15
FINANCIAL STATEMENTS 16
PART III 16
INDEX TO EXHIBITS 16
DESCRIPTION OF EXHIBITS 16
SIGNATURES 16
<PAGE>
PART I
The issuer has elected to follow Form 10-SB, Disclosure Alternative 2 and
is filing this Form 10-SB on a voluntary basis under the Exchange Act in order
to commence trading on the OTC Bulletin Board stock exchange. Management of the
issuer feels it can provide guidance in following the compliance requirements of
the Exchange Act and is desirous of moving the Company forward in its business
plan.
Item 6. Description of Business
Namibian Copper Mines, Inc. (the "Company," "Namibian") was incorporated in
the state of Delaware on October 20, 1989, under the name Cordon Corporation. On
December 15, 1989, the Company merged with Cordon Corporation, a Nevada
corporation, with the Delaware entity being the surviving corporation. The
Company filed for bankruptcy under Chapter 11 and on April 19, 1994, the U.S.
Bankruptcy Court, Northern District of Texas, issued an order closing and
finalizing the bankruptcy proceedings. Under the terms of the bankruptcy, the
Company was forced to liquidate all of its assets. The proceeds were then
distributed among the creditors, thereby satisfying all of the Company's
outstanding debts. The Company halted operations and ceased to do business at
the conclusion of the bankruptcy proceedings. The Company utilized a
"fresh-start" accounting method in its re-organization.
On July 14, 1995, the Company effected a reverse split of its $0.001 par
value common stock at a ratio of one new share for every fifty old shares. This
reduced the total number of shares issued and outstanding to 152,207. At this
time, Alan Doyle, Peter Prentice and Willo Stear were appointed to the Board of
Directors and Paul Adams and Dave Wilson resigned as officers and directors of
the Company.
At a Special Shareholders' Meeting held on July 28, 1995, the Shareholders
ratified the name change of the Company from Ameriserv Financial Corporation to
Namibian Copper Mines, Inc.
A total of 2,000,000 post-split shares and 1,000,000 warrants exercisable
at US $5.00 on or before August 31, 1998 were issued to investors outside of the
U.S. in reliance upon Regulation S in order to fund the earning of up to 70% of
the Haib Copper Project, a copper mine located in the country of Namibia. An
offering was commenced on August 21, 1995 in reliance upon Regulation S of the
Securities Act of 1933, as amended, offering 3,000,000 shares of the Company's
common stock at $5.00 per share and 1,000,000 warrants exercisable at $5.00 on
or before December 31, 1996 to raise additional funds for the purchase of the
Haib Copper Project. Subsequently, a supplementary offering, also under
Regulation S, was made at $3.50 per share plus one warrant for every three
shares purchased. These warrants were exercisable at $3.50 each. All sales of
the offering and supplement were to non-U.S. residents. Of these shares offered,
1,325,000 were sold.
Willo Stear resigned from the Board of Directors on December 15, 1995 and
Peter Prentice resigned from the Company's Board of Directors in 1997 and Billie
J. Allred was appointed. At this time, the Board was reduced to the two current
members, Alan Doyle and Billie J. Allred.
<PAGE>
In 1997, the Company failed to meet its farm-in commitment, which was to
fund its right to earn a seventy (70%) interest, in respect of the Haib Copper
Project. As a result, the joint venture partner, Great Fitzroy Mines, N.L., gave
notice to forfeit part of the interest in the project and the Company's interest
was reduced to forty-five percent (45%).
In 1998, the Company received a further notice of forfeiture from Great
Fitzroy Mines, N.L. due to its inability to meet its farm-in commitment. The
Company lost its interest in the project at this time.
In April 1999, the Company commenced discussions with two Cypress firms
regarding acquiring their rights to various interests and agreements with a
Russian government corporation involved with diamond cutting and marketing. The
Company proposed to enter into identical agreements with two entities formed in
and operating out of the island nation of Cyprus. These entities were Mosquito
Mining Limited ("Mosquito") and Select Mining Limited ("Select"). Both entities
are controlled by the same parties.
The agreements were options to purchase rights to strategic interests and
agreements developed by Mosquito and Select with the Russian governmental
company JVSC Alrosazoloto Co. Ltd. Each set of interests and agreements was to
be purchased in exchange for US$3,250,000 or, at the option of each of Mosquito
and Select, common shares in the Company. The Company was to be able to exercise
its right to the interests and agreements at any time within 120 days of signing
each agreement at its discretion if certain conditions were met.
A shareholders' meeting was held on August 2, 1999. At this meeting, the
shareholders approved the proposed agreements. Members authorized a corporate
name change, and a 8:1 rollback of the Company's common stock subject to a 120
due diligence period.
The 120 day due diligence phase has passed and no definitive agreement has
been reached.
No Market Studies
In formulating its business plan, the Company has relied on the judgment of
its officers, directors and consultant. No formal independent market studies
concerning the demand for the Company's proposed services have been conducted,
nor are they planned. The Company has no products or services currently
therefore, there are no markets or business competitors to compare. The Company
is not dependent on any customers to further it's objectives in seeking new
ventures.
Intellectual Property Rights
No licenses or patents are required for the Company, nor does the Company
hold any patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts.
<PAGE>
Government Regulation
The Company is not currently subject to regulation by any government
agency. There are no costs expected in order to comply with federal, state or
local environmental laws.
Additional Research and Development
The Company has not spent any monies during the last two years on research
or development.
Employees
The Company does not have any full-time employees at this time. Board
Members and Officers are devoting their time and effort to developing and
promoting the Company. Namibian's President, Alan Doyle, and its Secretary and
Treasurer, Billie Allred, work on a part-time basis for the Company. The Company
is also using the services of several consultants. Additional employees will be
hired as required.
Year 2000 Issues
The Year 2000 issue arose because many existing computer programs use only
the last two digits to refer to a year. Therefore, these computer programs do
not properly recognize a year that begins with 20 instead of 19. If not
corrected, many computer applications could fail or create erroneous results.
All of the computer equipment and software that the Company currently owns
are Y2K compliant. The Company has initiated a comprehensive system to test and
fix applications to ensure they are Year 2000 ready. The Company does not
separately track the internal costs incurred for the Year 2000 project, but such
costs are principally the related operating costs for the Company. The Company
does not expect remediation costs to be material nor does it expect any
significant interruption to its operations because of Year 2000 problems.
The Company has contacted all third parties with which it has significant
relationships to determine the extent to which the Company could be vulnerable
to failure by any of them to obtain Year 2000 compliance. Responses received as
of this date have indicated Year 2000 issues are not material to third parties.
Contingency plans have been established to select alternate vendors. To date,
the Company is not aware of any significant third parties with a Year 2000 issue
that could materially impact the Company's operations, liquidity or capital
resources. The Company has no means, however, of ensuring that third parties
will be Year 2000 ready and the potential effect of third-party non-compliance
is currently not determinable.
The Company has devoted and will continue to devote the resources necessary
to ensure that all Year 2000 issues are properly addressed. There can be no
assurance, however, that all Year 2000 problems are detected. The Company will
continue to develop Year 2000 contingency plans for continuing operations in the
event any problems were to arise.
<PAGE>
Management's Discussion and Analysis or Plan of Operation
The Company has not had any revenues from operations in the last two fiscal
years. The Company has no expenses and does not pay its officers and directors.
Monies for legal and accounting expenses were advanced to the Company by Doyle
Capital Partners.
The Company has enough funds to satisfy its cash requirements until January
1, 2000. The Company will need to raise additional funds in the next twelve
months. The amount required will depend on the business venture.
The Company does not expect to expend and time or money to research or
develop any products. The Company does not expect to purchase any equipment
during the next twelve months. Additional employees will be hired as required to
meet the demand based on the business venture.
Item 7. Description of Property
The Company had offices in Namibia, Australia, and Mesa, Arizona. These
offices were all closed when the Company became inactive in 1997. The Company
currently operates out of the office of Billie J. Allred in Pima, Arizona. The
Company does not pay rent for the use of the premises.
The Company does not own any investments or interests in real property.
There are no plans in place for the Company to make any investments.
Item 8. Directors, Executive Officers and Significant Employees
The following information sets forth the names of the officers and
directors of the Company, their present positions with the Company and
biographical information.
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Alan Doyle 46 President, Director
Billie J. Allred 62 Secretary, Treasurer, Director
</TABLE>
ALAN DOYLE (Age 46). From 1993 to 1995 Mr. Doyle set up the investment banking
firm of Turnbull Doyle Resources Proprietary Ltd, which invested in various
international mining projects. Mr. Doyle set up Doyle Capital Partners
Proprietary Ltd in 1995 as an investment banking firm, and is still an officer.
Mr. Doyle has been the President and a Director of the Company since inception
to the present.
BILLIE J. ALLRED (Age 62). Mr. Allred received his B.S. degree from Brigham
Young University in 1958 and is a Certified Public Accountant practicing on his
own account in the state of Arizona. Mr. Allred has been a Director and
Secretary of the Company since 1996.
<PAGE>
Mr. Doyle and Mr. Allred were officers of a corporation, International
Precious Metals, Inc. that filed Bankruptcy in Phoenix, Arizona. Case #
98-07721-PHX-SSC was filed on June 19, 1998 as a Chapter 11 and on October 1,
1999 It was converted to a Chapter 7.
Item 9. Remuneration of Directors and Officers
The following table sets forth for fiscal 1998 and 1999 compensation
awarded or paid to the Company's Officers and Directors. Other than as indicated
in the table below, no executive officer of the Company received any annual
compensation in the year ended December 31, 1998 or 1999.
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
Other Restricted
Annual Stock Options/ LTIP All Other
Name Title Year Salary Bonus Compensation Awarded SARs (#) Payouts Compensation
- ---- ----- ---- ------ ----- ------------ ------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Alan Doyle President, 1998 -0- -0- -0- -0- -0- -0- -0-
Director 1999 -0- -0- -0- -0- -0- -0- -0-
Billie J. Sec/Tres, 1998 -0- -0- -0- -0- -0- -0- -0-
Allred Director 1999 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
All of the foregoing amounts are estimates based upon the Company's
internal forecast and budget. There can be no assurance that the amounts of
compensation actually paid, or the persons to whom it is paid, will not differ
materially from the above estimates.
Item 10. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial
ownership of Common Stock as of the Record Date by each person or group who
owned, to the Company's knowledge, more than five percent of the Common Stock,
each of the Company's directors, the Company's Chief Executive Officer, and all
of the Company's directors and executive officers as a group.
<TABLE>
<CAPTION>
Name Amount of Percent
of beneficial owner beneficial ownership of class
- ------------------- -------------------- --------
<S> <C> <C>
Alan Doyle, Director 548,000 shares 5%
Billie J. Allred, Director 110,000 shares 1%
Banque Privee Edmond
de Rothschild* 972,990 shares 8%
Cede & Co.* 1,754,044 shares 16%
United African Investments Ltd. 651,000 shares 5%
VMR Limited 1,000,000 shares 9%
Springbok Investments Ltd. 2,000,000 shares 18%
All Officers and Directors 658,000 shares 6%
as a Group (2 persons)
</TABLE>
* indicates nominee holding shares on behalf of clients who may or may not be
individual beneficial owners.
Item 11. Interest of Management and Others in Certain Transactions
The Company's offices are provided, free of charge, by its
Secretary/Treasurer, Billie J. Allred. No other transactions exist or have taken
place in the past three years in which an officer, director or beneficial owner
had a material interest. The Company has not adopted any policies regarding
affiliated transactions. All such transactions will be arms-length.
<PAGE>
Item 12. Securities Being Offered
No sale of securities is authorized by this filing. The common stock of the
Company is being registered under Section 12(g) of the Securities Exchange Act
of 1934.
The Company has 100,000,000 common shares authorized with a par value of
$0.001. Each share of Common Stock is entitled to share pro rata in dividends
and distributions with respect to the Common Stock when, as and if declared by
the Board of Directors from funds legally available therefor. No holder of any
shares of Common Stock has any pre-emptive right to subscribe for any of the
Company's securities. Upon dissolution, liquidation or winding up of the
Company, the assets will be divided pro rata on a share-for-share basis among
holders of the shares of Common Stock after-any required distribution to the
holders of the preferred stock. All shares of Common Stock outstanding are fully
paid and non-assessable and the shares will, when issued upon payment therefore
as contemplated hereby, be fully paid and non-assessable.
Each shareholder of Common Stock is entitled to one vote per share with
respect to all matters that are required by law to be submitted to shareholders.
The shareholders are not entitled to cumulative voting in the election of
directors. Accordingly, the holders of more than 50% of the shares voting for
the election of directors will be able to elect all the directors if they choose
to do so. The Company has no options issued or outstanding.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Stockholder Matters
The shares of the Company's stock are traded on the OTC Bulletin Board
under the symbol NCMI and the following have been the High and Low prices for
the times indicated:
<TABLE>
<CAPTION>
High Low
<S> <C> <C>
July-September 1999 $0.300 $0.130
April-June 1999 $0.562 $0.040
January-March 1999 $0.093 $0.030
October-December 1998 $0.093 $0.025
July-September 1998 $0.218 $0.093
April-June 1998 $0.312 $0.125
January-March 1998 $0.312 $0.187
October-December 1997 $0.500 $0.125
July-September 1997 $0.437 $0.187
April-June 1997 $2.125 $0.875
January-March 1997 $3.00 $1.125
</TABLE>
As of September 30, 1999 there were 230 registered shareholders of the
Company holding a total of 10,943,950 shares of common stock. There are no
dividend restrictions on the Company. Market makers who have posted bids or
offers during the period October 1996 to October 1999 are as follows: Herzog,
Heine, Geduld, Inc., Paragon Capital Corporation, Hill Thompson Magid & Co.
Inc., Wm. V. Frankel & Co., Incorporated, Knight Securities, Inc., Sharpe
Capital, Inc., North American Institutional Brokers, and Wien Securities Corp.
<PAGE>
There have been no cash dividends declared on the Company's common stock
for the past three years.
Item 2. Legal Proceedings
The Company has had no legal proceedings during the past three years.
Item 3. Changes in and Disagreements with Accountants
The Company has had no change of Accountants or disagreements with its
Accountants since 1996.
Item 4. Recent Sales of Unregistered Securities
In April 1999 the Company sold a total of 900,000 shares of its common
stock pursuant to a Regulation S offering to one individual accredited investor
residing off-shore. The total offering price was $18,000, or $0.02 per share.
The funds from this offering were used for working capital.
In July, 1999, the company sold a further 680,000 shares of its Common
stock pursuant to a Regulation S offering to five (5) individual accredited
investors residing off-shore. The total offering price was $68,000, or $0.10 per
share. The funds from this offering were used for working capital.
Item 5. Indemnification of Directors and Officers
The Company has no policies in place regarding indemnification of its
officers and directors. The Delaware Code Annotated provides corporations with
the power to indemnify its officers, directors, employees and agents against
threatened, pending or completed lawsuits involving company matters and against
expenses and attorneys' fees incurred in connection with such action.
PART F/S
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
NAMIBIAN COPPER MINES, INC.
December 31, 1998 and 1997
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
TABLE OF CONTENTS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
DOCUMENT PAGE NO.
<S> <C>
Table of Contents 2
Auditor's Opinion 3
Balance Sheet - Assets 4
Balance Sheet - Liabilities 5
Statement of Operations 6
Statement of Stockholder's Equity 7-8
Statement of Cash Flows 9
Notes to Financial Statements 10-14
</TABLE>
<PAGE>
ASHWORTH, MITCHELL, BRAZELTON, PLLC
4225 N. BROWN AVE.
SCOTTSDALE, AZ 85257
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
-------------------------------------------------
Board of Directors
Namibian Copper Mines, Inc.
We have audited the accompanying balance sheet of Namibian Copper Mines, Inc.,
as of December 31, 1998 and December 31, 1997, and the related statements of
income, retained earnings, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Ain audit also included
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Namibian Copper Mines, Inc., as
of December 31, 1998 and December 31, 1997, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.
As discussed in Note D of the financial statements this company has defaulted on
its Farm-In Agreement with Great Fitzroy Mines NL to develop the Haib project.
These financial statements reflect this default and adjustments to accounts have
been made to recognize this position.
/s/ Ashworth, Mitchell, Brazelton, PLLC
- ---------------------------------------
Scottsdale, Arizona
July 28, 1999
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1998 and 1997
<TABLE>
ASSETS
<CAPTION>
1998 1997
-------------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 328 $ 328
DEFERRED MINERAL EXPLORATION COSTS
PROPERTY AND EQUIPMENT (AT COST)
Mining properties (Haib Project) 1,588,799
Roads
Machinery and equipment 31,014 31,014
Furniture, fixtures and office equipment 16,788 129,311
Total property and equipment 47,802 1,749,124
Less accumulated depreciation (28,050) (52,494)
Net property and equipment 19,752 1,696,630
OTHER ASSETS
Organization Costs, net 38,000 62,000
Deposits and other assets
Net other assets 38,000 62,000
Total Assets $ 58,080 $ 1,758,958
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1998 and 1997
<TABLE>
LIABILITIES
<CAPTION>
1998 1997
------------------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts Payable $ $
Notes Payable 469,970
Interest Payable -------------- ------------
Total Current Liabilities 469,970
STOCKHOLDER'S EQUITY
Common stock-authorized, 100, 000, 000 shares at
$.001 par value; issued and outstanding, 8,190,960
shares in 1997 and 6,237,960 in 1996 9,264 8,191
Paid in Capital 11,243,482 10,774,586
Common stock subscribed - 1,085,000 shares in 1996
Deficit accumulated during the development stage (11,194,666) (9,493,789)
------------ -----------
Total Stockholder's Equity 58,080 1,288,988
------ ---------
Total liabilities and stockholder's equity $ 58,080 $ 1,758,958
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Period from
Cumulative July 28, 1995
during Year ended through
development December 31, December 31,
stage 1998 1997
----- ---- ----
<S> <C> <C> <C>
Revenue
Miscellaneous Income $ 76,794 $ $ 76,794
Expenses
General and Administrative 3,457,277 79,109 3,378,168
Organizational Costs 82,000 2,400 58,000
Depreciation 61,465 8,969 52,496
------ ----- ------
Total expenses 3,600,742 90,478 3,488,664
Loss from development stage operations (3,523,948) (112,078) (3,411,870)
Interest Income 7,144 7,144
Net operating (loss) (3,516,804) (112,078) (3,404,726)
----------- --------- -----------
Extraordinary income (expenses)
Restatement of prior year expenses resulting
from write-off of liabilities on the Hiab Project 266,135 266,135
Write-down of Hiab mining properties, net (3,477,840) (1,588,799) (1,889,041)
Write-off of exploration and development costs
on the Hiab Project (4,466,157) (4,466,157)
----------- -----------
Net (loss) (11,194,666) (1,700,877) (9,493,789)
------------ ----------- -----------
------------ ----------- -----------
Net (loss) per share $ (1.62) $ (0.19) $ (1.53)
Weighted average shares 6,917,520 9,085,118 6,194,988
--------- --------- ---------
--------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS EQUITY
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Common During The
Common Stock Paid-in Stock Development
Shares Amount Capital Subscribed Stage Total
------ ------ ------- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at July 28, 1995 30,367 $ 30 $ $ $ $ 30
Shares issued at $.015 for services rendered 2,000,000 2,000 74,202 76,202
Shares issued at $0.15 for cash 2,967,493 2,967 441,747 444,714
Shares subscribed - 145,000 shares @ $3.50 507,500 507,500
Net Loss (879,868) (879,868)
Balance at December 31, 1995 4,997,860 $ 4,997 $ 515,949 $ 507,500 $ (879,868)$ 148,578
Issuance of subscribed shares 145,000 145 507,355 (507,500)
Shares issued for cash
604,900 shares @ $3.50 604,900 605 2,116,545 2,117,150
490,200 shares @ $5.00 490,200 491 2,450,509 2,451,000
Shares subscribed at $3.50
For cash - 85,000 shares 297,500 297,500
For mining properties
1,000,000 shares 3,500,000 3,500,000
Net Loss (2,327,161) (2,327,161)
Balance at December 31, 1996 6,237,960 $ 6,238 $5,590,358 $ 3,797,500 $(3,207,029)$6,187,067
Issuance of subscribed shares 1,085,000 1,085 3,796,415 (3,797,500)
Shares issued for cash
370,000 shares at $2.50 370,000 370 924,630 925,000
Shares issued for service
498,000 shares at $.93 498,000 498 463,183 463,681
Net (loss) (6,286,760)(6,286,760)
Balance at December 31, 1997 8,190,960 $ 8,191 10,774,586 $ - (9,493,789) 1,288,988
Issuance of shares for conversion
of debt at $.44 1,072,990 1,073 468,897 469,970
Net (loss) (1,700,877)(1,700,877)
Balance at December 31, 1998 9,253,950 $ 9,264 11,243,483 $ - (11,194,666) $ 58,081
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Period from
Cumulative July 28, 1995
during Year ended through
development December 31 December 31
stage 1998 1997
----- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities
Net (loss) $ (11,194,664) $ (1,700,877) $ (9,493,787)
Adjustments to reconcile net loss to net
used in operating activities:
Depreciation 136,004 8,969 127,035
Decrease in accounts receivable 2,422 2,422
Amortization of organizational costs 82,000 24,000 58,000
Decrease (increase) in deposits and other assets (760) (760)
Increase (decrease) in accounts payable (915,911) (915,911)
Increase (decrease) in notes payable (1,696,722) (469,970) (1,226,752)
Increase (decrease) in interest payable 7,113 7,113
Net cash (used) by operating activities (13,580,518) (2,137,878) (11,442,640)
Cash flows from investing activities
Write-off of exploration costs 4,466,157 4,466,157
Purchase of property and equipment (931,920) 79,109 (1,011,029)
Expenditures on mineral exploration costs (3,283,917) (3,283,917)
Write down of mining properties 5,654,010 1,588,799 4,065,211
Net cash (used) by investing activities 5,904,330 1,667,908 4,236,422
Cash flows from financing activities
Sales of common stock 6,871,516 469,970 6,401,546
Common stock subscriptions received 805,000 805,000
Net cash provided by financing activities 7,676,516 469,970 7,206,546
Net increase (decrease) in cash 328 - 328
Cash at the beginring of period 328
Cash at end of period 328 $ 328 $ 328
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE A - COMPANY BACKGROUND AND BUSINESS
- ----------------------------------------
Namibian Copper Mines, Inc., (the "Company") is a mineral exploraiton and
development company whose sole purpose is to explore and develop the Haib Copper
Project in Namibia, Africa.
The Company was incorporated in the state of Deleware on October 20, 1989, under
the name of Cordon Corporation and subseqauently changed its name to Ameriserv
Financial Corporation ("Ameriserv"). On April 19, 1994, bankruptcy proceedings
for Ameriserv were finalized in the US Bankruptcy court, Northern District of
Texas. Under the terms of the reorganization plan, Ameriserv was forced to
liquidate all of its assets and the proceeds were distributed among the
creditors, thereby satisfying all of Ameriserv's outstanding debts. Ameriserv
ceased operations at the conclusion of the bankruptcy proceedings.
At a special shareholders meeting held on July 28, 1995, shareholders ratified
the name change of the company from Ameriserv to Namibian Copper Mines, Inc. The
shareholders also approved the Company entering into a Farm-In Agreement with
Great Fitzroy Mines NL of Australia in order to earn a 70% equity in the Haib
Agreements, the Company undertook a reverse split on the basis of 50:1 which
reduced the shares held by the pre-bankruptcy shareholders to 30,367.
In July 1995, a private placement of the Company's common stock was undertaken
in order to fund preliminary work on the Haib Copper Project, provide working
capital to the Company, and to enable the Company to undertake more substantial
capital raising in the future. Seed capital; was raised which resulted in
2,967,493 fully paid shares being issued. As compensation for services rendered
in conjunction with the private placement, the Company issued 1,502,000 shares
to two entities; such shares were recorded at their par value.
The Company issued Peter Prentice and Alan Doyle, directors of the Company,
249,000 full paid shares each as compensation for services rendered; such shares
were recorded at the private placement price of $0.15 per share, with a
corresponding charge to expenses.
The Company is party to an agreement (the "Swanson Agreement") to acquire the
mining claims owned by Mr. Swanson's company, Haib Copper Co., (Pty)
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998 AND 1997
NOTE A - COMPANY BACKGROUND AND BUSINESS - CONTINUED
- ----------------------------------------------------
indexation. Installments totaling $427,000 have been paid to Mr. Swanson. The
Swanson Agreement entitled the Company to explore the claims and carry out
mining to obtain bulk samples.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Accounting Method
- -----------------
The Company's financial statements are prepared using United States generally
accepted accounting principles with a fiscal year ending December 31.
Deferred Mineral Eploration Costs and Mineral Properties
- --------------------------------------------------------
Cost of acquisition and development relating to the Haib Project are capitalized
on an area of interest basis.
Depreciation
- ------------
Depreciation is computed on a straight-line basis over an estimated life of five
years.
Income Taxes
- ------------
The Company has a net operating loss of approximately $6,000,000 which may be
carried forward to reduce taxable income in future years through 2011. Because
of the loss, no current provision for income taxes has been recorded for the
year ended December 31, 1998.
Foreign Currency Transactions
- -----------------------------
Monetary assets and liabilities in foreign exchange currencies have been
translated into United States dollars at the exchange rates prevailing at the
balance sheet date. Other assets and liabilities, revenue and expenses arising
from foreign currency transactions have been translated at the exchange rate
prevailing at the date of the transaction. Gains and losses arising from these
translation policies are included in income.
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development State Company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998 AND 1997
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES CONTINUED
- ---------------------------------------------------------------
Use of Estimates
- ----------------
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from the estimates.
Estimated Fair Value Information
- --------------------------------
Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosure about
Fair Value of Financial Instruments" reqauires disclosure of the estimated fair
value of an entity's financial, instrument assets and liabilities, as defined,
regardless of whether recognized in the financial statements of the reporting
entity. The fair value information does not purport to represent the aggregate
net fair value of the Company.
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:
Cash
- ----
The carrying value amount approximates fair value.
Notes Payable
- -------------
Fair value cannot be determined due to the Company's lack of credit history.
NOTE C - DEVELOPMENT STAGE AND GOING CONCERN
- --------------------------------------------
Since July 28, 1995, the Company has been in the development stage and its
principal activiies have consisted of raising capital, obtaining property or
exploration rights and conducting exploratory operations in anticipation of
completing a feasibility study on the Haib Copper Project.
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development State Company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998 AND 1997
NOTE C - DEVELOPMENT STAGE AND GOING CONCERN - CONTINUED
- --------------------------------------------------------
The accompanying financial statements have been prepared on the basis of a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company is not yet generating
revenue from mining operations and, at December 1998, has accumulated a deficit
from its operating activities and has incurred substantial obligations.
Continuation of the Company as a going concern is dependent upon, among other
things, obtaining additional capital, and achieving satisfactory levels of
profitable operations. The financial statements including adjustments resulting
from the default on the Farm-In Agreement with Great Fitzroy Mines NL and the
writedown of assets relating to the Haib Project. It is unlikely that the
Company will continue operating in the mining industry.
NOTE D - DEFAULT ON FARM-IN AGREEMENT
- -------------------------------------
During 1997, the Company was unable to raise sufficient funds for the continued
development of the Haib Project. As a result, the Company has defaulted on its
Farm-In Agreement with Great Fitzroy Mines NL to earn an 80% interest in the
Hiab Project. At December 31, 1997, the following adjustments and write-downs
have been made to reduce assets to their expected net realizable value:
Deferred Mineral Exploration costs in the amount of $4,887,852 have been
written off.
In 1997, total capitalized costs of the Haib mining property in the amount
of $5,740,262 were reduced by $4,151,463 to $1,588,799 representing a 20%
interest in the Haib Project.
Liabilities in the amount of $2,684,118 relating to the Haib Project have
been written off.
Prior year's expenses resulting from the write off liabilities in the
amount of $266,136 have been restated (reduced).
Effective December 31, 1998, additional write-offs of $1,588,788 were made
resulting in the Company owning no residual interest in the Haib Project.
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development State Company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31,1998 AND 1997
NOTE E - WARRANTS
- -----------------
At December 31, 1998, the Company has no outstanding warrents to be redeemed.
NOTE F - SUBSEQUENT EVENTS
- --------------------------
On April 2, 1999, 900,000 common shares (Restricted under Regulation s) were
issued for cash at $.02 per share. 100,000 shares (Restricted under Rule 144)
were issued to Billie J. Allred, Chief Financial Officer, for services at $.02
per share. On July 16, 1999, the Company issued 680,000 shares (Restricted under
Regulation S) at $. 10 per share.
<PAGE>
COMPILATION REPORT
NAMIBIAN COPPER MINES, INC.
September 30, 1999
<PAGE>
ASHWORTH, MITCHELL, BRAZELTON, PLLC
4225 N. BROWN AVE.
SCOTTSDALE, AZ 85251
To the Board of Directors and Stockholders
Namibian Copper Mines, Inc.
We have compiled the accompanying balance sheet of Namibian Copper Mines, Inc.
as of September 30, 1999, and the related statements of income and retained
earnings and cash flows for the period then ended, in accordance with standards
established by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and accordingly do not express an
opinion or any other form of assurance on them.
/s/ Ashworth, Mitchell, Brazelton, P.L.L.C.
- -------------------------------------------
Scottsdale, AZ
October 6, 1999
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development State Company)
TABLE OF CONTENTS
September 30,1999
<TABLE>
<CAPTION>
DOCUMENT PAGE NO.
<S> <C>
Table of Contents 2
Compilation Statement 3
Balance Sheet - Assets 4
Balance Sheet - Liabilities 5
Statement of Operations 6
Statement of Stockholder, s Equity 7-8
Statement of Cash Flows 9
Notes to Financial Statements 10-13
</TABLE>
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
BALANCE SHEET
30-Sep-99
<TABLE>
ASSETS
<CAPTION>
September 30 1999
-----------------
<S> <C>
CURRENT ASSETS
Cash $ 476
OTHER ASSETS
Organization Costs, net 24,000
------
Total Assets $ 24,476
------
------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 1999
<TABLE>
LIABILITIES
<CAPTION>
September 30
1999
------------
<S> <C>
CURRENT LIABILITIES
Accounts Payable $ 25,000
Total Current Liabilities 25,000
STOCKHOLDER'S EQUITY
Common stock-authorized, 100, 000, 000 shares at
$.001 par value; issued and outstanding, 10,943,950
in 1999. 10,944
Paid in Capital 11,329,802
Common stock subscribed - 1,085,000 shares in 1996
Deficit accumulated during the development stage (11,341,270)
Total Stockholdees Equity (524)
-----
Total liabilities and stockholder's equity $ 24,476
------
------
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
September 30, 1999
<TABLE>
<CAPTION>
Year to date
as of September 30
1999
------------------
<S> <C>
Revenue
Miscellaneous Income $
Expenses
General and Administrative 112,851
Organizational Costs 14,000
Total expenses 126,851
Loss from development stage operations (126,851)
Interest Income
Net operating (loss) (126,851)
Extraordinary income (expenses)
Loss on disposal of machinery and equipment (19,753)
Net (loss) $ (146,604)
Net (loss) per share $ (0.01)
Weighted average shares 9,835,379
---------
---------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDER'S EQUITY
September 30,1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Common During The
Common Stock Paid-in Stock Development
Shares Amount Capital Subscribed Stage Total
------ ------ ------- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at July 28, 1995 30,367 $ 30 $ $ $ $ 30
Shares issued at $.015 for services rendered 2,000,000 2,000 74,202 76,202
Shares issued at $0.15 for cash 2,967,493 2,967 441,747 444,714
Shares subscribed - 145,000 shares @ $3.50 507,500 507,500
Net Loss (879,868) (879,868)
Balance at December 31, 1995 4,997,860 $ 4,997 515,949 $ 507,500 $ (879,868) $ 148,578
Issuance of subscribed shares 145,000 145 507,355 (507,500)
Shares issued for cash
604,900 shares @ $3.50 604,900 605 2,116,545 2,117,150
490,200 shares @ $5.00 490,200 491 2,450,509 2,451,000
Shares subscribed at $3.50
For cash - 85,000 shares 297,500 297,500
For mining properties
1,000,000 shares 3,500,000 3,500,000
Net Loss (2,327,161)(2,327,161)
Balance at December 31, 1996 6,237,960 $ 6,238 $5,590,358 $ 3,797,500 (3,207,029) 6,187,067
Issuance of subscribed shares 1,085,000 1,085 3,796,415 (3,797,500)
Shares issued for cash
370,000 shares at $2.50 370,000 370 924,630 925,000
Shares issued for services
498,000 shares at $.93 498,000 498 463,183 463,681
Net (loss) (6,286,760)(6,286,760)
Balance at December 31, 1997 8,190,960 $ 8,191 10,774,586 $ - (9,493,789) 1,288,988
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED
September 30,1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Common During The
Common Stock Paid-in Stock Development
Shares Amount Capital Subscribed Stage Total
------ ------ ------- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 8,190,961 $ 8,191 $ 10,774,586 $ $ (9,493,789) $ 1,288,988
Issuance of shares for conversion
of debt at $.44 1,072,990 1,073 468,897 469,970
Net (loss) (1,700,877) (1,700,877)
Balance at December 31,1998 9,263,950 $ 9,264 $ 11,243,483 $(11,194,666) $ 58,081
Shares issued for cash
900,000 at $.02 900,000 900 17,100 18,000
Shares issued for services
100,000 shares at $.02 100,000 100 1,900 2,000
Sjares issued for cash
680,000 shares at $.10 680,000 680 67,320 68,000
Net (toss) (146,604) (146,604)
Balance at September 30, 1999 10,943,950 $ 10,944 $ 11,329,803 $(11,341,270) $ (523)
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
September 30, 1999
<TABLE>
<CAPTION>
Year to date
as of September
30 1999
-------
<S> <C>
Cash flows from operating activities
Net (loss) $ (146,604)
Adjustments to reconcile net loss to net
used in operating activities:
Increase in Accounts Payable 25,000
Amortization of organizational costs 14,000
Net cash (used) by operating activities (107,604)
Cash flows from investing activities
Sale (purchase) of property and equipment 19,752
Net cash provided (used) in investing activities 19,752
Cash flows from financing activities
Sales of common stock 88,000
Net cash provided by financing activities 88,000
Net increase (decrease) in cash 148
Cash at the beginning of period 328
Cash at end of period $ 476
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
Namibian copper Mines, Inc. (the "Company") is a mineral exploration and
development company whose sole purpose is to explore and develop the Haib Copper
Project in Namibia, Africa.
The Company was incorporated in the state of Delaware on October 20, 1989, under
the name of Cordon Corporation and subsequently changed its name to Ameriserv
Financial Corporation ("Ameriserv"). On April 19, 1994, bankruptcy proceedings
for Ameriserv were finalized in the US Bankruptcy Court, Northern District of
Texas. Under the terms of the reorganization plan, Ameriserv was forced to
liquidate all of its assets and the proceeds were distributed amount the
creditors, thereby satisfying all of Ameriserv's outstanding debts. Ameriserv
ceased operations at the conclusion of the bankruptcy proceedings.
At a special shareholders meeting held on July 28, 1995, shareholders ratified
the name change of the company from Ameriserv to Namibian copper Mines, Inc. The
shareholders also approved the Company entering into a Farm-In Agreement with
Great Fitzroy Mines NL of Australia in order to earn a 70% equity in the Haib
Agreements, the Company undertook a reverse split on the basis of 50:1 which
reduced the shares held by the pre-bankruptcy shareholders to 30,367/
In July 1995, a private placement of the Company's common stock was undertaken
in order to fund preliminary work on the Haib Copper Project, provide working
capital to the Company, and to enable the company to undertake more substantial
capital raising in the future. Seed capital was raised which resulted in
2,967,493 fully paid shares being issued. As compensation for services rendered
in conjunction with the private placement, the Company issued 1,502,000 shares
to two entities; such shares were recorded at their par value.
The Company issued Peter Prentice and Alan Doyle, directors of the Company,
249,000 fully paid shares each as compensation for services rendered; such
shares were recorded at the private placement price of $0.15 per share, with a
corresponding charge to expenses.
The Company is party to an agreement (the "Swanson Agreement") to acquire the
mining claims owned by Mr. Swanson's company, Haib Copper Co. (Pty) Limited. The
total purchase consideration is $3,780,000 subject to CPI indexation.
Installments totaling $427,000 have been paid to Mr. Swanson. The Swanson
Agreement entitled the Company to explore the claims and carry out mining to
obtain bulk samples.
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1999
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Accounting Method
- --------------------
The Company's financial statements are prepared using United States generally
accepted accounting principles with a fiscal year ending December 3 1.
2. Deferred Mineral EMloration Costs and Mineral Properties
- -----------------------------------------------------------
Costs of acquisition and development relating to the Haib Project are
capitalized on an area of interest basis.
3. Depreciation
- --------------
Depreciation is computed on a straight-line basis over an estimated service life
of five years.
4. Income Taxes
- ---------------
The Company has a net operating loss of approximately $11,000,000 which may be
carried forward to reduce taxable income in future years through 2011. Because
of the loss, no current provision for income taxes has been recorded for the
year ended December 31, 1998.
5. Foreign Currency Transactions
- --------------------------------
Monetary assets and liabilities in foreign exchange currencies have been
translated into United States dollars at the exchange rates prevailing at the
balance sheet date. Other assets and liabilities, revenue and expenses arising
from foreign currency transactions have been translated at the exchange rate
prevailing at the date of the transaction. Gains and losses arising from these
translation policies are included in income,
6. Use of Estimates
- -------------------
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1999
NOTE B - SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES CONTINUED
7. Estimated Fair Value Information
- -----------------------------------
Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosure about
Fair Value of Financial Instruments" requires disclosure of the estim ated fair
value of an entity's financial instrument assets and liabilities, as defined,
regardless of whether recognized in the financial statements of the reporting
entity. The fair value information does not purport to represent the aggregate
net fair value of the Company.
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:
Cash
- ----
The carrying value amount approximates fair value.
Notes Payable
- -------------
Fair value can not be determined due to the Company's lack of credit history.
NOTE C- DEVELOPMENT STAGE AND GOING CONCERN
Since July 28, 1995, the Company has been in the development stage and its
principal activities have consisted of raising capital, obtaining property or
exploration rights and conducting exploratory operations in anticipation of
completing a feasibility study on the Haib Copper Project.
The accompanying financial statements have been prepared on the basis of a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company is not yet generating
revenue from mining operations and, at December 31, 1997, has accumulated a
deficit from its operating activities and has incurred substantial obligations.
Continuation of the Company as a going concern is dependent upon, among other
things, obtaining additional capital, and achieving satisfactory levels of
profitable operations. The financial statements include adjustments resulting
from the default on the Farin-In Agreement with Great Fitzroy Mines NL and the
writedown of assets relating to the Haib Project. It is unlikely the Company
will continue in the mining industry.
<PAGE>
NAMIBIAN COPPER MINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30,1999
NOTE D - DEFAULT ON FARM-IN AGREEMENT
During 1997, the Company was unable to raise sufficient funds for the continued
development of the Haib Project. As a result, the Company has defaulted on its
Farm-In Agreement with Great Fitzroy Mines NL to earn an 80% interest in the
Haib project. At December 31, 1997, the following adjustments and write-downs
were made to reduce assets to their expected -net realizable value.
Deferred Mineral Exploration costs in the amount of $4,887,852 were written
off.
In 1997, total capitalized costs of the Haib mining property in the amount
of $5,740,262 were reduced by $4,151,463 to $1,588,799 representing a 20%
interest in the Haib project.
Liabilities in the amount of $2,684,118 relating to the Haib project have
been written off.
Prior year expenses resulting from the write-off liabilities in the amount
of $266,136 have been restated (reduced).
Effective December 31, 1998, additional write-offs of $1,588,788 were made
resulting in the Company owning no residual interest in the Haib Project.
NOTE E - WARRANTS
At July 22, 1999, the Company had no outstanding warrants to be redeemed.
<PAGE>
PART III
EXHIBITS
Item 1. Index to Exhibits
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit Description
------- -----------
3. Articles of Incorporation and Bylaws
3a. Articles of Incorporation and Amendments
23. Consent of Experts and Counsel
23a. Consent of Independent Auditor
27. Financial Data Schedule
99. Additional Exhibits
99.B12 Additional Financial Notes
99.1 May 30, 1999 Meeting Minutes
99.2 June 10, 1999 Meeting Minutes
99.3 August 2, 1999 Meeting Minutes
99.4 Delaware Certificate
Correspondence
Item 2. Description of Exhibits
As listed in the above Index, the appropriate exhibits are being filed. The
additional exhibits are marked and filed. The issuer is not a Canadian issuer
and is not filing a written consent and power of attorney.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NAMIBIAN COPPER MINES, INC.
Date: November 1, 1999 By: /s/ Alan Doyle
------------------
Alan Doyle, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Alan Doyle 11/1/99
- ---------- -------
Alan Doyle, President, Director Date
/s/ Billie Allred 11/1/99
- ----------------- -------
Billie Allred, Secretary, Treasurer, Director Date
CERTIFICATE OF INCORPORATION
OF
CORDON CORPORATION
The undersigned, a natural personal being more than eighteen years of age,
acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the state of Delaware, does hereby adopt the
following Articles of Incorporation for such corporation:
ARTICLE I
Name
- ----
The name of the corporation is Cordon Corporation.
ARTICLE II
Duration
- --------
The duration of the corporation is perpetual.
ARTICLE III
Purpose
- -------
The purpose for which this corporation is organized is to transact or engage in
any lawful business or activity, or to promote or conduct any legitimate object
or purpose, under and subject to the laws of the state of Delaware or any other
state or nation wherein this corporation shall be authorized to transact
business.
ARTICLE IV
Capitalization
Section 1
- ---------
The stock of the corporation is of one class, namely common stock in the amount
of f ifty million (50, 000, 000) shares of the par value of $.001 each. There
shall be no cumulative voting by shareholders. Each holder of the common stock
shall be entitled to one vote for each share of common stock standing in his
name on the books of the Corporation.
Section 2.
- ----------
Except as may otherwise be provided by the Board of Directors, the shareholders
shall have no pre-emptive rights to acquire any shares of this corporation.
Section 3.
- ----------
The stock of the corporation, after the amount of the subscription price has
been paid in, shall not be subject to assessment to pay the debts of the
corporation. The common stock shall be issued for such consideration as shall be
f ixed f rom time to time by the Board of Directors. In the absence of fraud,
the judgment of the Board of Directors as to the value of any property for
shares shall be conclusive.
<PAGE>
ARTICLE V
Registered Office
- -----------------
The address of the registered office of the corporation in the state of Delaware
is 1209 Orange Street, in the city of Wilmington, county of New Castle. The
registered agent in charge thereof at such address is The Corporation Trust
Company. The corporation may maintain such other offices, either within or out
of the state of Delaware, as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE VI
Directors
- ---------
The corporation shall be governed by a board of directors and shall have not
less than one (1) nor more than seven (7) directors as determined, from time to
time, by the board of directors. The original board of directors shall be
comprised of three (3) persons. The names and mailing addresses of the persons
who are to serve as directors until the f irst annual meeting of shareholders
and until their successors are elected and shall qualify are as follows:
<TABLE>
<CAPTION>
<S> <C>
E. Ray Lewis 4750 Almond Street
Dallas, TX 75247
Robert W. Daniell 4750 Almond Street
Dallas, TX 75247
John H. Lomax 4750 Almond Street
Dallas, TX 75247
</TABLE>
ARTICLE VII
Indemnification
- ---------------
As the board of directors may f rom time to time provide in the By-laws or by
resolution, the corporation may indemnify its officers, directors, agents and
other persons to the full extent permitted by the laws of the state of Delaware.
ARTICLE VII
Limitation of Liability
-----------------------
Section 1
- ---------
A director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper personal
benefit. If the Delaware
<PAGE>
General corporation Law is amended after approval by the stockholders of this
article to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
Section 2
- ---------
Any repeal or modification of the foregoing paragraph by the stockholders of the
corporation shall not adversely af f ect any right or protection of a director
of the corporation existing at the time of such repeal or modification.
ARTICIE IX
Incorporator
- ------------
The powers of the incorporator shall terminate upon the filing of this
certificate of incorporation. The name and mailing address of the incorporator
is:
Ronald N. Vance
357 South 200 East, Suite 300
Salt Lake City, UT 84111
ARTICLE X
By-Laws
- -------
The directors shall have the power to make and to alter or amend the by-laws of
the corporation.
Dated this 19th day of October, 1989.
/s/ Ronald N. Vance
-------------------
Ronald N. Vince
State of Utah )
) ss.
County of Salt Lake )
Be it remembered, that on this 19th day of October, 1989, personally
appeared before me, a Notary Public, Ronald N. Vance, party to the foregoing
certificate of incorporation, known to me personally to be such, and I having f
irst made known to him the contents of said certificate, he did acknowledge that
he signed, sealed and delivered the same as his voluntary act and deed, and
deposed that the facts therein stated were truly set forth.
Given under my hand and seal of of f ice the day and year aforesaid.
/s/ Sally Richardson
--------------------
Notary Public
[Notary Seal]
<PAGE>
CERTIFICATE AND ARTICLES OF MERGER
OF
CORDON CORPORATION
(A Nevada Corporation)
INTO
CORDON CORPORATION
(A Delaware Corporation)
The undersigned officers, president and secretary of Cordon Corporation a
Nevada corporation, and Cordon Corporation, a Delaware Corporation, hereby
certify that the plan and agreement of merger attached as Exhibit 1 hereto and
hereby made a part hereof was approved by the shareholders of Cordon
Corporation, a Nevada corporation, at a special shareholders' meeting which was
duly called and was held on the 14th day of November, 1989, after due notice had
been given to the shareholders, and was approved by the sole shareholder of
Cordon Corporation, a Delaware corporation, by consent action.
The number of shares outstanding of each class of each corporation and the
number of shares of each class of each corporation consenting and not consenting
to such plan, is as follows:
<TABLE>
<CAPTION>
Number of
Shares Number of Shares
Class Outstanding Consenting Not Consenting
----- ----------- ---------- --------------
<S> <C> <C> <C> <C>
Cordon Corporation common stock 11,000,000 8,125,000 0
(a Nevada Corporation) ($.001 par)
Cordon Corporation
(a Delaware Corporation) common stock 10 10 0
($.001 par)
</TABLE>
All of the presently outstanding shares of Cordon Corporation a Delaware
corporation, are held by Cordon Corporation, a Nevada corporation.
IN WITNESS WHEREOF, Cordon Corporation, a Nevada corporation, and Cordon
Corporation, a Delaware corporation, have caused these Articles of Merger to be
executed in their respective corporate names by their respective presidents and
their respective secretaries this 28th day of November, 1989.
Attest: CORDON CORPORATION
A Nevada Corporation
/s/ Robert W. Daniell By: /s/ E. Ray Lewis
- --------------------- --------------------
Robert W. Daniell, Secretary E. Ray Lewis; President
ASHWORTH, MITCHELL, BRAZELTON, P.L.L.C.
4225 NORTH BROWN AVENUE
SCOTTSDALE, ARIZONA 85251
To the Board of Directors and Stockholders
Namibian Copper Mines, Inc.:
This is to confirm that the client-auditor relationship between Namibian Copper
Mines, Inc. (The Company) and Ashworth, Mitchell, Brazelton, P.L.L.C., has
ceased.
The opinions of Ashworth, Mitchell, Brazelton, P.L.L.C., on the balance sheet of
the Company for the years ended December 31, 1998 and 1997 and for the period
ended September 30, 1999, did not contain any adverse opinions or disclaimers of
opinion , or modifications as to uncertainty, audit scope or accounting
principals. There were no disagreements between the Company and Ashworth,
Mitchell, Brazelton, P.L.L.C., on any matter of accounting principals or
practices, financial statement disclosure, or auditing scope of procedures,
which disagreements, if not resolved to the satisfaction of Ashworth, Mitchell,
Brazelton, P.L.L.C., would have caused it to make reference to the subject
matter of the disagreements in connection with its report.
Sincerely,
/s/ Ashworth, Mitchell, Brazelton, P.L.L.C.
---------------------------------------
Ashworth, Mitchell, Brazelton, P.L.L.C.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C> <C>
<PERIOD-TYPE> 9-MOS 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1999 DEC-31-1998 DEC-31-1997
<PERIOD-END> SEP-30-1999 DEC-31-1998 DEC-31-1997
<CASH> 476 328 328
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 24000 38000 62000
<PP&E> 0 19752 1696630
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 24476 58080 1758958
<CURRENT-LIABILITIES> 25000 0 469970
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 0 0 0
<OTHER-SE> 524 58080 1288988
<TOTAL-LIABILITY-AND-EQUITY> 24476 58080 1758958
<SALES> 0 0 0
<TOTAL-REVENUES> 0 0 76794
<CGS> 0 0 0
<TOTAL-COSTS> 126851 90478 3488664
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 7,144
<INCOME-PRETAX> 0 0 0
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (146,604) (1,700,877) (9,493,789)
<EPS-BASIC> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>
ASHWORTH, MITCHELL, BRAZELTON, PLLC
4225 N. BROWN AVE.
SCOTTSDALE, AZ 85251
TELEPHONE 480-945-0623 FAX 480-946-7717
To Whom It May Concern:
RE: Namibian Copper Mines, Inc.
Forward looking Budget
- ----------------------
We have not prepared a forward looking budget for the above entity and
neither have they. They currently are not conducting any business and are in the
process or reorganizing. The forward looking budgets will not be necessary until
the firm decides on the direction it will be taking in the future.
Review Letter - Management Letter
- ---------------------------------
There have been no management or review letters prepared by our firm. When
our firm was engaged, the company was in its "wind down" stage, and with all
operations ceasing and assets being sold, we did not feel the need for these two
letters.
All debt instruments, guarantees, etc.
- --------------------------------------
Namibian Copper Mines, Inc., currently has no debt since all debt was
written off by the company in 1998. There are no outstanding guarantees by the
Corporation or any of its officers.
Material Leases, Real or Personal Property.
- -------------------------------------------
Namibian Copper Mines, Inc., has disposed of all its real and personal
property as of this date. The property was disposed of to satisfy its creditors
and was fully disposed of.
ASWORTH, MITCHELL, BRAZELTON, PLLC
/s/ Ted A. Brezelton
- --------------------
<PAGE>
ASHWORTH, MITCHELL, BRAZELTON, PLLC
425 N. BROWN AVE.
SCOTTSDALE, AZ 85251
TELEPHONE 400-945-0623 FAX 480-946-7717
To Whom It May Concern:
RE: Namibian Copper Mines, Inc.
IV: EMPLOYEE AND SHAREHOLDER RELATIONSHIPS
- ------------------------------------------
A. There are no current employment agreements in effect. When the company
liquidated' all of it's assets and liabilities, all employee agreements
were declared null and void, as the company did not have any work for the
empl ees that were currently under contract to do. All agreements had a 031
day cancellation clause contained in them, and the clause was exercised.
There were no union/collective bargaining agreements as the only employees
the company had at this time was office employees.
B. There are no loan agreements between the company or any subsidiary or
director. The only p yable on the books is a payable for $25,000 to one of
the directors for mo~`ey lent to the firm. This payable is not secured by
any notes or guarantees as it is an open payable of the firm.
C. There are no employee stock option, stock purchase, stock bonus or any
other stock plans in effect for employees. As of this date, the Company has
no employees.
D. Since the Company has no employees, there are no outstanding or open
compensation plans.:
E. There are no prerequisites.
F. The officers, directors and 5 percent shareholder's questionnaires are
enclosed for the following individuals.
<TABLE>
<CAPTION>
<S> <C>
1. Alan Doyleli 5%
2. United African Investments, LTD 5%
3. VMR Limited 9%
4. Springbok Investments, LTD 18%
5. Billie J. Allred 1%
</TABLE>
G. There are no contracts or arrangements with shareholders.
<PAGE>
H. There are no dividend agreements shareholder or proxy agreements
outstanding.
I. Stock ownership of directors and 5 most highly paid officers.
<TABLE>
<CAPTION>
<S> <C>
1. Alan Doyle, Director 548,000 shares
2. Billie J. Allred, Director 110, 000 shares
</TABLE>
These are the only two officers and directors of the Company that are
currently still associated with the company.
ASHWORTH, MITCHELL, BRAZELTON, PLLC
/s/ Ted A. Brazelton
- --------------------
<PAGE>
ASHWORTH,MITCHELL, BRAZELTON, PLLC
425 N. BROWN AVE.
SCOTTSDALE, AZ 85251
TELEPHONE 480-945-0623 FAX 480-945-7717
To Whom It May Concern:
RE: Namibian Copper Minos.
V. Insurance Agreements
The company is currently not carrying insurance. It has no employees and
the directors feel the liability exposure for this entity with no employees
is negligible and therefore have not expended funds for insurance.
VI. Acquisitions/Divestitures
A. There are no current plans for the company to acquire a new firm or to
divest itself of any of its operations.
B. The directors of the Company are continually looking for opportunities
to enhance shareholders value. No conclusions have been reached in
this matter.
VII. Litigation and similar proceedings.
A. Letter is in the file from the attorney that Grant Thornton used. When
we did the audit, we did not secure a legal reprsentation letter, as
we saw what the company was doing.
B. There is no litigation involving an executive officer or director of
the Company concerning bankruptcy, crimes, and security law or
business practices in the lost 5 years that have come to our knowledge
during the course of our audits.
C. There have been no disputes with governmental agencies. Federal and
State income taxes are in the process of being filed as of this date,
but there is no tax liability arising from these taxes as we currently
view the matter with the firm's tax accountant.
D. There are no other judicial or legal claims pending or any decrees or
judgments pending, that we have knowledge of.
<PAGE>
VIII. Properties.
The company has no assets as this time other than money in a Bank
account. They relinquished all ownership rights to property (real and
personal), when they liquidated their debt.
IX. Public Relations
A. The annual audited financial reports are enclosed. There is no known
advertising, marketing or other selling materials
B. There are no authorized Press Releases that the Directors are aware of
at this date.
C. There are no known analysts reports at this time.
ASHWORTH, MITCHELL, BRAZELTON, PLLC
/s/ Ted A. Brazelton
- --------------------
MINUTES OF THE BOARD MEETING OF NAMIBIAN COPPER MINES INC. HELD ON
MAY 30TH 1999 AT 10:00a.m. SYDNEY TIME (5:00p.m. PHOENIX TIME ON MAY 29TH 1999).
THE MEETING WAS CONDUCTED BY TELEPHONE.
PRESENT: ALAN DOYLE - SYDNEY
BILL ALLRED - PHOENIX
DEREK SATTERWAITE (INVITED) - PERTH
AGENDA:
1. Minutes of the last meeting were deferred as Bill Allred had not tabled
them. There was difficulty in finding them.
2. The transaction with the companies associated with Mr. Peter Boonen was
discussed and explained verbally by Alan Doyle. The structure of the
transaction was also discussed ie the stock consolidation (8:1) and the
issuance of new shares for the acquisition of the diamond transaction.
Doyle described Boonen's credentials although he had not dealt with Boonen
in the past he was known by others as having a sound reputation in business
matters. There was no evidence that he had ever been disreputable in any
business transaction. Doyle would carry out due diligence, money permitting
on the transaction to ensure that the acquisition was in fact real.
3. The restructuring was planned to commence in the next 10 days. The transfer
agent will be instructed to carry out the relevant matters required to the
transaction. A new placement of shares was to be made to groups associated
with Boonen. A total of 1 million restricted shares at a price of US$0.10
per share to raise US$100,000 as proposed. It was Resolved to place 1
million shares to Boonen's associates in order to make NCMI up to date with
its various registrations and filings PASSED.
4. It was noted Allred had all of the company records and he stated that they
would all be made available during this period of "cleaning up" the
company. He also stated that NCMI was fundamentally in good condition.
5. Placement details to be completed during the next 10 days. Doyle to provide
settlement dates and names when provided by Boonen.
6. Satterthwaite and Allred planning to see Hadi (previous auditor). The new
auditor had already briefly reviewed the company and saw no "going"
problems. A shortcut of meeting procedures was reviewed and Satterthwaite
planned to see Gary Blume (lawyer) to further understand the procedures for
this shortcut.
7. Allred stated that the Transfer Agent was up to date and was prepared to
continue acting for the company.
8. The directors agreed that there needs to be an announcement to the NASD to
explain the transaction to the market, and the plans for a new direction.
Doyle to discuss the matter with Boonen and press for this to be completed
as soon as the documentation was made available to execute.
9. Discussion on the bank account and new signatures to the account.
Satterthwaite was to counter sign all cheques under new arrangements.
10. The company creditors were discussed and Satterthwaite agreed to follow up
on all of these in particular:
- Doyle
- State Taxes
- Allred
- Satterthwaite
- Any others
Generally there was not any major creditor that would prohibit the company
proceeding with this new direction.
<PAGE>
11. The company would use the facilities of the office of Allred until such
time as Satterthwaite saw that this was no longer necessary.
THE MEETING WAS CLOSED AT 11:00 a.m. SYDNEY TIME
/s/ Alan Doyle
- --------------
ALAN DOYLE
MINUTES OF THE BOARD MEETING OF NAMIBIAN COPPER MINES INC. HELD ON JUNE 10TH
1999 AT 12:30a.m. SYDNEY TIME (7:30p.m. PHOENIX TIME ON JUNE 9TH 1999).
THE MEETING WAS CONDUCTED BY TELEPHONE.
PRESENT: ALAN DOYLE - SYDNEY
BILL ALLRED - PHOENIX
AGENDA:
1. Minutes of the last meeting were read and approved.
2. The acquisition of the diamond rights from Mosquito and Select was again
discussed. The acquisition was approved by the board and the price of 8
million shares to both Mosquito and Select (or an appropriate cash payment,
see attached documents) was also approved contingent of course on the
appropriate due diligence being completed.
3. A consolidation of stock in NCMI was also approved on the basis of a 1 new
share for 8 existing shares (1 for 8).
4. A name change was also approved. The name will be supplied at a later date.
5. The transaction was again discussed in particular the risks involved in
dealing with Russia. It was noted that there were other options available
to the company at this stage and that the only was to give the shareholders
some value in their stock was to push this transaction forward. Both
directors agreed with this position.
THE MEETING WAS CLOSED AT 1:00 a.m. SYDNEY TIME
/s/ Alan Doyle
- --------------
ALAN DOYLE
MINUTES OF THE ANNUAL MEETING OF SHAREHOLDERS
OF NAMIBIAN COPPER MINES, INC.
August 2,1999
Annual meeting of shareholders held on the 2nd day of August, 1999 at 9:00 AM
(Mountain Standard Time) at 4840 East Jasmine Street, Suite 105, Mesa, Arizona.
In accordance with the notice and proxy statement sent to shareholders the
agenda of the annual meeting is as follows:
1. Approve two "Options to Purchase" agreements between the Company and two
Cyprus companies, Mosouito Mining Limited and Select Mining Limited. Both
companies are controlled by the same parties.
Subject to approval of item 1, the following additional items will be voted
upon:
2. To elect five (5) directors to the Board of Directors to serve for a term of
one year.
3. To approve a 8:1 rollback of the Company's common stock.
4. To approve a change in the corporate name and
5. To transact any and all other business that may properly come before the
Meeting or any adjournment(s) thereof.
ITEM 1
It was determined that 6,441 528 shares, either in person or by proxy, were
present at the annual meeting which represents 58.8% of the total outstanding
shares of 10,943,950. Therefore, a majority of shareholders were present and the
meeting was declared to be legal for the purpose of transacting the Company
business outlined in the Notice of Annual Meeting.
ITEM 2
Alan Doyle, the Chairman of the Board, took the floor and discussed the
following:
1. Because of the failure to raise additional funding for the Haib Project, the
Company has defaulted on its farm-in agreement and therefore has a zero interest
in the Haib Project. As a result of this loss of interest, the Company has
become inactive and is nothing more than a corporate shell.
2. $68,000 has been raised to cleanup the financial affairs of the Company. The
directors have looked at two Cyprus companies which may be viable candidates to
purchase the Company. This is contingent upon the successful
<PAGE>
MINUTES OF THE ANNUAL MEETING OF SHAREHOLDERS
OF NAMIBIAN COPPER MINES, INC.
August 2, 1999
completion of a due diligence process which began June 15, 1999 and which will
be completed within 120 days.
3. The $68,000 raised in 2. above were the result of selling 680,000 shares of
Company common stock at 10 cents per share.
4. After the 8:1 reverse split, there will be 8,000,000 common shares
outstanding.
ITEM 3
Alan Doyle answered questions from the floor.
ITEM 4
Brian McClay, a representative of Mosquito Mining Limited, took the floor and
explained in some detail the proposed transaction whereby the purchasing company
would acquire rights to various interests and agreements with a Russian
government corporation involved with diamond cuffing and marketing. If this
transaction passes the due diligence process, then it is believed that it could
be in the best interests of the shareholders to proceed.
Being no further business, the meeting was adjourned at 10:1OAM
/s/ Billie J. Allred
- --------------------
Billie J. Allred, Secretary
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY "NAMIBIAN COPPER MINES, INC." IS DULY INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO
FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE NINTH DAY OF JULY, A.D. 1999.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO
DATE.
2211179 8300
991279817
[SEAL]
/S/ Edward J. Freel
-------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9854625
DATE: 07-09-99
