<PAGE>
U.S. 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, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 0-21635
Global Diamond Resources, Inc.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 33-0213535
- --------------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
836 Prospect Street, Suite 2B, La Jolla, California 92037
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(858) 459-1928
---------------------------
(Issuer's telephone number)
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes _X__ No _____
As of April 28, 2000, the Company had 47,646,678 shares of its $.0005
par value common stock issued and outstanding.
<PAGE>
<TABLE>
PART 1 - FINANCIAL INFORMATION
<CAPTION>
ITEM 1. Financial Statements PAGE
----
<S> <C>
Condensed Consolidated Balance Sheet at March 31, 2000 (Unaudited).......................2
Condensed Consolidated Statements of Operations for the three month periods
ended March 31, 2000 and 1999 (Unaudited)..............................................3
Condensed Consolidated Statements of Cash Flows for the three month periods
ended March 31, 2000 and 1999 (Unaudited)..............................................4
Notes to Condensed Consolidated Financial Statements (Unaudited).........................5
</TABLE>
<PAGE>
<TABLE>
GLOBAL DIAMOND RESOURCES, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
(Unaudited)
<CAPTION>
ASSETS MARRCH 31, 2000
-----------------
<S> <C>
Current assets:
Cash and cash equivalents $ 134,141
Trade accounts receivable 4,720
Inventory 124,300
------------------
Total current assets 263,161
Deferred foreign tax asset 829,132
Mining properties and equipment 5,797,991
------------------
$ 6,890,284
==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 490,461
Note payable to director 212,864
------------------
Total current liabilities 703,325
Long-term debt 3,000,000
------------------
Total liabilities 3,703,325
------------------
Commitments and contingencies --
Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized,
no shares issued and outstanding --
Common stock, $0.0005 par value, 100,000,000 shares authorized,
47,284,678 shares issued and outstanding 23,642
Additional paid-in capital 13,793,857
Accumulated deficit (9,163,080)
Accumulated other comprehensive income:
Foreign currency translation adjustment (1,467,460)
------------------
Total stockholders' equity 3,186,959
------------------
$ 6,890,284
==================
</TABLE>
See accompanying notes to consolidated financial statements.
-1-
<PAGE>
<TABLE>
GLOBAL DIAMOND RESOURCES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 2000 MARCH 31,1999
----------------- -----------------
<S> <C> <C>
Diamond Sales $ 413,174 $ --
Production Expenses (390,574) (126,392)
Development and exploration expenses (240,349) (92,836)
Less diamonds recovered 95,920 --
----------------- -----------------
Net development and exploration expenses (144,429) (92,836)
Royalty (23,043) --
Selling, general and administrative expenses (271,485) (442,939)
----------------- -----------------
Operating loss (416,357) (662,167)
----------------- -----------------
Other
Interest income 898 40,303
Interest expense (121,932) (112,500)
----------------- -----------------
Net interest expense (121,034) (72,197)
----------------- -----------------
Loss before net tax benefit/expense (537,391) (734,364)
Income tax expense -- (800)
----------------- -----------------
Net Loss (537,391) (735,164)
Other comprehensive loss -
Foreign currency translation adjustment (281,676) (244,108)
----------------- -----------------
Comprehensive loss $ (819,067) $ (979,272)
================= =================
Basic and diluted loss per share $ (.01) $ (.01)
================= =================
Weighted average number of shares outstanding 45,888,345 45,600,678
================= =================
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
<TABLE>
GLOBAL DIAMOND RESOURCES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 2000 MARCH 31, 1999
------------------ --------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (537,391) $ (735,164)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 103,936 83,168
Decrease (increase) in trade accounts receivable 4,898 (66,251)
(Increase) in inventory (77,650) (51,564)
Decrease in deferred foreign tax asset 37,353
Increase (decrease) in accounts payable and accrued liabilities 79,629 (438,907)
------------------ --------------------
Net cash used in operating activities (389,225) (1,208,718)
------------------ --------------------
Cash flows used in investing activities:
Additions to mining properties and equipment (2,757) (271,335)
------------------ --------------------
Net cash used in investing activities (2,757) (271,335)
------------------ --------------------
Cash flows provided by financing activities:
Advance to a related party -- (963,165)
Net proceeds from issuance of common shares 336,800 --
------------------ --------------------
Net cash provided by financing activities 336,800 (963,165)
------------------ --------------------
Effects of exchange rates on cash 7,223 (244,035)
------------------ --------------------
Net decrease in cash and cash equivalents (47,959) (2,687,253)
Cash and cash equivalents, beginning of period 182,100 5,461,235
------------------ --------------------
Cash and cash equivalents, end of period $ 134,141 $ 2,773,982
================== ====================
</TABLE>
See accompanying notes to condensed consolidated financial statements
-3-
<PAGE>
GLOBAL DIAMOND RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
March 31, 2000
(1) These condensed consolidated financial statements of Global Diamond
Resources, Inc. (the "Company") do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements and should be read in conjunction with
the financial statements and notes thereto included in the Company's
Annual Report on Form 10-KSB. In the opinion of management, the
financial information set forth in the accompanying condensed
consolidated financial statements reflect all adjustments necessary for
a fair statement of the periods reported, and all such adjustments were
of a normal and recurring nature. Interim results are not necessarily
indicative of results for a full year.
(2) Mining Properties and Equipment
March 31,
2000
------------
Mining property:
Caerwinning deposit, at cost $ 486,143
Less accumulated amortization (67,216)
------------
418,927
------------
Mining properties under development:
Grasdrif deposit 1,012,498
------------
Mining equipment, at cost: 5,115,656
Less accumulated depreciation (762,643)
------------
4,353,013
------------
Office equipment, at cost: 53,254
Less accumulated depreciation (39,701)
------------
13,553
------------
$ 5,797,991
============
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
BACKGROUND
The Company is engaged in diamond exploration and mining. The Company
has acquired the rights to two mining properties, the Grasdrif Deposit and the
Caerwinning Deposit, and owns an option to purchase a third mining property, the
Montrose kimberlite pipe, all of which are located in the Republic of South
Africa.
To date, the companies' activities have included the investigation and
acquisition of mining property interests, exploratory work, site establishment
and the purchase and operation of mining plant and equipment in the process of
development as well as full-scale mining operations at its properties.
RESULTS OF OPERATIONS
CAERWINNING
The Company's principal mining activities are conducted at its
Caerwinning property, which commenced limited production in September of 1998.
During 1999 a new primary diamond recovery plant capable of treating 160 tons of
mine gravel per hour was erected and commissioned in the fourth quarter of 1999.
During the first quarter of 2000, the heaviest rainfall in South Africa's
recorded history resulted in targets for tonnage not being met. During the first
quarter, 132,424 tons of diamondiferous gravel was treated at Caerwinning
[first quarter 1999, 17,066 tons]. Treatment of these tons yielded 1,013.86
carats of large, high-quality gemstone diamonds [first quarter 1999, 102.6
carats]. The value of this production amounts to $347,102 or $342.36 per carat
[first quarter 1999 valuation not available]. The lower-than-expected grade for
the period under review resulted from production problems in the treatment of
wet gravel. During the first quarter of 2000, the Caerwinning Deposit had an
operating profit amounting to $36,161 (first quarter 1999 loss $126,392).
GRASDRIF
Development activities continued at the Grasdrif Deposit during the
first quarter of 2000. On the Lower Terrace, 16,963 tons of diamondiferous
gravel was treated [First quarter 1999 34,949 tons]. The treatment of these
tons yielded 56.77 carats [first quarter 1999 26.73carats]. Although the
recovery from this gravel is significantly lower than expected, the average size
and value of the recovered diamonds far exceed expectations. The average size of
diamonds produced on the Lower Terrace for the first quarter amounted to 2.58
carats per stone, valued at $792 per carat [first quarter 1999 valuation not
available]. Trial mining on the Upper Terrace treated 38,013 tons of
diamondiferous gravel [first quarter 1999 Nil], yielding 36 stones with a mass
of 95.76 carats with an average size of 2.66 carats per stone, valued at $1,130
per carat. The grade is lower than expected, and is a result of the upper layer
of gravel being treated on a very small scale. The treatment of a total of
263,566 tons of diamondiferous gravel since commencement of operations in 1998
through the first quarter of 2000 at the Grasdrif Deposit amounted to 0.33% of
the entire reserve.
MONTROSE
During 1999 the Company completed its interpretation of the results of
its large diameter-drilling program conducted during 1998. The conclusion was
that diamonds, mainly gemstones, were found across the pipe at various levels.
It was therefore decided to begin preparations for a 5,000-ton bulk sample of
the pipe with the purpose of determining the actual grade of the deposit and the
value per carat of the diamonds. This information is required to complete a
feasibility study on the production potential of the Montrose Pipe. The Company
is in the process of completing its Environmental Management Program Report
(EMPR) for the bulk sample. During 2000 it is expected that the authorities will
approve the EMPR for the bulk sample and a permit will be received to conduct
the bulk sample. It is also expected that the option to acquire the property
will have to be extended to allow for the completion of the bulk sample during
2001.
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<PAGE>
CURRENCY CONSIDERATION
The Company's mining properties, mining properties under development,
and mining equipment are all situated in the Republic of South Africa, where the
currency is the Rand. The re-evaluation of the Company's property and equipment
to reflect the Rand/US$ exchange rate of $6.53 caused most of the foreign
currency translation adjustment of $281,675 for the first quarter ending March
31, 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its activities to date through revenue derived
from diamond sales, the sale of its equity and securities as well as short-term
loan facilities.
During the first quarter of 2000, the Company completed a private
placement of securities, raising $336,800 through the issuance of 1,684,000
shares of common stock and warrants to purchase an additional 1,684,000 shares
of common stock at $.20. Subsequent to March 31, 2000, the Company raised an
additional $72,400 through the issuance of 362,000 shares of common stock and
warrants to purchase an additional 362,000 shares at $.20.
The Company believes that it requires, at minimum, additional working
capital of approximately $500,000 to satisfy its working capital requirements
for the next 12 months.
Should any of the following events occur, additional working capital
might be needed during the next 12 months. The events are:
a) the Caerwinning Deposit has negative cash flow from operations;
b) the trial mining on the Upper Terrace at the Grasdrif property results
in an operating loss or negative cash flow.
The Company's belief concerning its working capital requirements are
based on certain assumptions concerning, among other things, the estimated grade
of its processed ore, average price per carat, scale of mining operations,
Rand-U.S. dollar exchange rate, and cost of production. If any of these
assumptions prove incorrect, the Company may require further additional capital.
Any such additional financing may require an additional pledge or mortgage of
the Company's properties and/or any production therefrom. There is, of course,
no assurance that satisfactory financing could be obtained. In addition to
financing individual and available projects, the Company may also borrow funds
from time to time for working capital and other general corporate purposes.
FORWARD-LOOKING STATEMENTS
This report contains various forward-looking statements that are based
on the Company's belief as well as assumptions made by and information currently
available to the Company. When used in this report, the words `believe',
`expect', `anticipate', `estimate', and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks, uncertainties and assumptions, including, without limitation, that the
Company only recently commenced mining operations at the Caerwinning Property,
has not engaged in commercial mining operations at the Grasdrif Property, mining
risks in general, political risks associated with the Company's operations in
the Republic of South Africa, general economic conditions, currency
fluctuations, and estimates of costs of production. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. The Company cautions potential investors not to place undue
reliance on any such forward-looking statements, all of which speak only as of
the date made.
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<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
Inapplicable.
Item 2. Changes in Securities.
---------------------
Inapplicable.
Item 3. Defaults Upon Senior Securities.
-------------------------------
Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
Inapplicable.
Item 5. Other Information.
-----------------
Inapplicable.
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits
--- --------
Inapplicable.
(b) Reports on Form 8-K
--- -------------------
Inapplicable.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Global Diamond Resources, Inc.
(Registrant)
Dated: May 22, 2000 By: /s/ JOHANN DE VILLIERS
------------------------
Johann de Villiers,
Chief Executive Officer
and Chief Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 134,141
<SECURITIES> 0
<RECEIVABLES> 4,720
<ALLOWANCES> 0
<INVENTORY> 124,300
<CURRENT-ASSETS> 263,161
<PP&E> 5,797,991
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,890,284
<CURRENT-LIABILITIES> 703,325
<BONDS> 0
0
0
<COMMON> 23,642
<OTHER-SE> 4,630,777
<TOTAL-LIABILITY-AND-EQUITY> 6,890,284
<SALES> 413,174
<TOTAL-REVENUES> 413,174
<CGS> 390,574
<TOTAL-COSTS> 829,531
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 121,932
<INCOME-PRETAX> (537,391)
<INCOME-TAX> 0
<INCOME-CONTINUING> (537,391)
<DISCONTINUED> 0
<EXTRAORDINARY> (281,676)
<CHANGES> 0
<NET-INCOME> (819,067)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
