<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 September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number 0-21635
Global Diamond Resources, Inc.
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(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
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(Address of principal executive offices)
(858) 459-1928
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(Issuer's telephone number)
Not Applicable
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(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 October 31, 2000, the Company had 48,686,678 shares of its $.0005
par value common stock issued and outstanding.
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. Financial Statements
PAGE
----
Condensed Consolidated Balance Sheet at September 30, 2000 (Unaudited)........3
Condensed Consolidated Statements of Operations for the three months and nine
months period ended September 30, 2000 and 1999 (Unaudited).................4
Condensed Consolidated Statements of Cash Flows for the nine month periods
ended September 30, 2000 and 1999 (Unaudited)...............................5
Notes to Condensed Consolidated Financial Statements (Unaudited)..............6
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GLOBAL DIAMOND RESOURCES, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
(Unaudited)
ASSETS
SEPTEMBER 30,
2000
-------------
Current assets:
Cash and cash equivalents $ 53,511
Trade accounts receivable 9,219
Inventory 534,613
-------------
Total current assets 597,343
Deferred foreign tax asset 746,081
Mining properties and equipment 5,023,946
-------------
$ 6,367,370
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 816,738
Accrued liabilities 184,617
Note payable to director 53,742
-------------
Total current liabilities 1,055,097
Long-term debt 3,000,000
-------------
Total liabilities 4,055,097
-------------
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, 48,686,678 shares issued and outstanding 24,343
Additional paid-in capital 14,385,556
Accumulated deficit (9,998,567)
Accumulated other comprehensive income:
Foreign currency translation adjustment (2,099,059)
-------------
Total stockholders' equity 2,312,273
-------------
$ 6,367,370
=============
See accompanying notes to consolidated financial statements.
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<TABLE>
GLOBAL DIAMOND RESOURCES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Diamond Sales $ 691,806 $ 437,594 $ 1,886,769 $ 437,594
Production Expenses (616,251) (254,904) (1,381,253) (548,692)
Development and exploration expenses (261,101) (190,753) (792,464) (376,148)
Less diamonds recovered 153,689 -- 400,649 --
------------- ------------- ------------- -------------
Net development and exploration expenses (107,412) (190,753) (391,815) (376,148)
Royalty (34,591) (21,880) (94,339) (21,880)
Selling, general and administrative expenses (396,653) (331,174) (1,031,289) (1,198,932)
------------- ------------- ------------- -------------
Operating loss (463,101) (361,117) (1,011,927) (1,708,058)
------------- ------------- ------------- -------------
Other
Interest income 1,130 13,719 4,777 82,257
Interest expense (120,409) (115,022) (364,538) (341,540)
------------- ------------- ------------- -------------
Net interest expense (119,279) (101,303) (359,761) (259,283)
------------- ------------- ------------- -------------
Loss before tax expense (582,380) (462,420) (1,371,688) (1,967,341)
Income tax expense (800) -- (1,190) (1,073)
------------- ------------- ------------- -------------
Net Loss (583,180) (462,420) (1,372,878) (1,968,414)
Other comprehensive loss -
Foreign currency translation adjustment (394,842) 6,681 (913,350) (193,526)
------------- ------------- ------------- -------------
Comprehensive loss $ (978,022) $ (455,739) $ (2,286,228) $ (2,161,940)
============= ============= ============= =============
Basic and diluted loss per share $ (.01) $ (.01) $ (.03) $ (.04)
============= ============= ============= =============
Weighted average number of shares outstanding 48,686,678 45,600,678 47,455,539 45,600,678
============= ============= ============= =============
See accompanying notes to consolidated financial statements.
</TABLE>
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<PAGE>
<TABLE>
GLOBAL DIAMOND RESOURCES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,372,878) $ (1,968,414)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 375,643 323,317
Decrease (increase) in trade accounts receivable (429) (69,212)
(Increase) in inventory (532,483) (43,752)
Increase (decrease) in accounts payable 272,674 (406,476)
Increase (decrease) in accrued liabilities 182,842 (272,564)
------------- -------------
Net cash used in operating activities (1,074,631) (2,437,101)
------------- -------------
Cash flows used in investing activities:
Additions to mining properties and equipment (27,692) (2,233,913)
------------- -------------
Net cash used in investing activities (27,692) (2,233,913)
------------- -------------
Cash flows provided by financing activities:
Net proceeds from director's loan 57,876 --
Net proceeds from issuance of common shares 929,200 --
------------- -------------
Net cash provided by financing activities 987,076 --
------------- -------------
Effects of exchange rates on cash (13,342) (174,672)
------------- -------------
Net decrease in cash and cash equivalents (128,589) (4,845,686)
Cash and cash equivalents, beginning of period 182,100 5,461,235
------------- -------------
Cash and cash equivalents, end of period $ 53,511 $ 615,549
============= =============
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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<PAGE>
GLOBAL DIAMOND RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
September 30, 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
September 30, 2000
------------------
Mining property:
Caerwinning deposit, at cost $ 452,451
Less accumulated amortization (79,172)
------------
373,279
------------
Mining properties under development:
Grasdrif deposit 928,742
------------
Mining equipment, at cost: 4,623,367
Less accumulated depreciation (910,392)
------------
3,712,975
------------
Office equipment, at cost: 52,251
Less accumulated depreciation (43,301)
------------
8,950
------------
$ 5,023,946
============
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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. The following chart details production information for the
three months ended September 30, 2000 and 1999 and for the nine months ended
September 30, 2000 and 1999:
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Number of tons treated 161,639 50,388 421,637 103,471
Number of carats yielded 1,377.4 444.46 4,155.09 680.46
Total $ Value of production $ 508,982 Not available $ 1,699,349 Not available
$ Value per Carat $ 369.52 Not available $ 408.98 Not available
</TABLE>
The Caerwinning Deposit had an operating profit amounting to $40,964 for the
three months ended September 30, 2000 and $411,177 for the nine months ended
September 30, 2000. (For the three months ended September 30, 1999, the deposit
had an operating profit of $160,810 and for the nine months ended September 30,
1999 an operating loss of $132,978.)
Tonnage throughput at Caerwinning during the quarter ended September 30, 2000
and the resulting diamond production were materially down from that budgeted
for, as a result of extremely hard conglomerates found in the gravel. Plant
modifications that include crushers had to be made and became operational in
October 2000. The Company expects production to return to budgeted amounts in
November 2000.
During the quarter ended September 30, 2000 the Company's consulting geologists
completed the ground magnetic survey of the two geomagnetic anomalies on the
Caerwinning property. Their full report is expected during the fourth quarter.
GRASDRIF
Development activities continued at the Grasdrif Deposit during the
third quarter of 2000. The following chart details the exploration and trial
mining information for the three months ended September 30, 2000 and 1999 and
for the nine months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Number of tons treated 85,616 36,482 220,170 97,550
Number of carats yielded 151.61 25.17 428.45 115.94
Total $ value of production $ 183,605 Not available $ 418,297 Not available
$ Value per Carat $ 1,211.03 Not available $ 976.30 Not available
</TABLE>
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<PAGE>
Exploration and trial mining activities at Grasdrif cost the Company, net of
revenues from diamond sales, $107,412 for the three months ended September 30,
2000 and $391,815 for the nine months ended September 30, 2000. (For the three
months ended September 30, 1999 and the nine months ended September 30, 1999
exploration and trial mining activities at Grasdrif cost the Company net of
diamond sales $190,753 and $376,148 respectively).
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.
FINANCIAL RESULTS
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Diamond Sales $691,806 $437,594 $1,886,769 $437,594
Operating Loss 463,101 361,117 1,011,927 1,708,058
Net Loss 583,180 462,420 1,372,878 1,968,414
Loss per Share .01 .01 .03 .04
</TABLE>
The disappointing financial results for the third quarter of 2000 was due to the
production problems encountered at Caerwinning more fully described above.
GENERAL AND ADMINISTRATIVE EXPENSES
Management is continuing its efforts to streamline overhead costs and
general and administrative expenses. General and administrative expenses for the
three months ended September 30, 2000 were up from the previous quarter by 9%.
This is primarily due to unexpected travel costs. General and administrative
expenses for the nine months ended September 30, 2000 are down 14% from the same
period last year.
CURRENCY CONSIDERATION
The Company's mining properties, mining properties under development,
and mining equipment are all situated in the Republic of South Africa, where the
currency is the Rand. Under current accounting pronouncements, the Company is
required to translate the period end assets and liabilities of its South African
subsidiary at the current exchange rate, while maintaining equity accounts at
the exchange rate in place at the time of the original transaction. The
resulting changes in exchange rates must be accumulated and accounted for in the
equity section as foreign currency translation reserve. The translation of the
Company's property and equipment to reflect the Rand/US$ exchange rate at
balance sheet date caused most of the foreign currency translation adjustment of
$913,350 for the nine months ended September 30, 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.
The Company believes that as a result of the decline of production at
Caerwinning and the time required to commission the plant modifications the
Company will require an additional cash amount of $500,000 during the next 12
months, providing that budgeted targets are met in the future.
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<PAGE>
Should any of the following events occur, additional working capital
might be needed during the next 12 months. The events are:
a) that the Caerwinning Deposit has negative cash flow from operations;
b) the trial mining on the Upper Terrace at the Grasdrif property
continues 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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
Inapplicable.
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<PAGE>
Item 2. Changes in Securities.
---------------------
During the first nine months of 2000, a private placement took
place of 3,086,000 shares of common stock totaling $929,200. The following is a
list of each transaction of $.0005 par value common stock:
Date Name Number of Shares Total Amount
---- ---- ---------------- ------------
3-9-00 Rosemary Investments 875,000 $175,000
3-9-00 Nathan Plafsky 75,000 15,000
3-9-00 Cohen Family Limited Partnership 75,000 15,000
3-14-00 Stephen Radez 100,000 20,000
3-17-00 William Cohen 75,000 15,000
3-17-00 Betty Cohen 75,000 15,000
3-17-00 Nathan Plafsky 75,000 15,000
3-17-00 Donald G. Wood 184,000 36,800
3-20-00 Stephen Blau 50,000 10,000
3-20-00 John Sylvester 25,000 5,000
3-23-00 Jarrow Limited 75,000 15,000
3-23-00 Donald Wood 27,000 5,400
4-7-00 Donald Wood 60,000 12,000
4-13-00 Dandy Ltd. 275,000 55,000
6-13-00 Pierre De Villiers 20,000 10,000
6-16-00 Morton Siegler 20,000 10,000
6-19-00 Nacoma/Titan 1,000,000 500,000
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
--------
27 Financial Data Schedule
(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: October 31, 2000 By: /S/ JOHANN DE VILLIERS
------------------------------
Johann de Villiers,
Chief Executive Officer
and Chief Financial Officer
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