UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] 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 0-24393
AURORA GOLD CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 13-3945947
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1505 - 1060 ALBERNI STREET, VANCOUVER B.C. CANADA V6E 4K2
(Address of principal executive offices)
(604) 687-4432
(Issuer's Telephone Number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check, whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
YES [ ] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 11,319,488 shares of Common Stock
were outstanding as of June 30, 1999.
Transitional Small Business Disclosure Format (check one);
YES [ ] NO [X]
<PAGE>
AURORA GOLD CORPORATION
This quarterly report contains statements that plan for or anticipate the
future and are not historical facts. In this Report these forward looking
statements are generally identified by words such as "anticipate", "plan",
"believe", "expect", "estimate", and the like. Because forward looking
statements involve future risks and uncertainties, these are factors that could
cause actual results to differ materially from the estimated results. These
risks and uncertainties are detailed in Part 1 Financial Information - Item 1.
"Financial Statements", Item 2. "Management's Discussion and Analysis or Plan of
Operation".
The Private Securities Litigation Reform Act of 1995, which provides a "safe
harbor" for such statements, may not apply to this Report.
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PAGE
Consolidated Balance Sheet 3
Consolidated Statements of Stockholder's Equity 4
Consolidated Statements of Operations 5
Consolidated Statement of Cash Flows 6
Notes to Financial Statements 7-10
2
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<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Aurora Gold Corporation
(A development stage enterprise)
Consolidated Balance Sheet (unaudited)
(Expressed in U.S. Dollars) June 30, December 31,
1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current
Cash and cash equivalents $ 7,415 $ 68,326
Non-trade accounts receivable 5,590 --
-----------------------------
13,005 68,326
Fixed assets -- --
Notes receivable 20,000 20,000
Mineral property costs 99,070 69,441
Organizational costs 3,456 4,607
-----------------------------
$ 135,531 $ 162,374
- ----------------------------------------------------------------------------------------------
Liabilities and Stockholders' Surplus (Deficiency)
Current
Accounts payable $ 39,218 $ 20,580
-----------------------------
39,218 20,580
Long-term debt 103,862 --
-----------------------------
143,080 20,580
-----------------------------
Stockholders' deficiency,
Share Capital
Authorized
50,000,000 common shares, par value $0.001
Issued
11,319,488 (1998 - 11,181,494) common shares 11,319 11,181
Additional paid-in capital 2,367,758 2,259,305
Deficit accumulated during the development stage (2,386,626) (2,128,692)
-----------------------------
(7,549) 141,794
-----------------------------
$ 135,531 $ 162,374
- ----------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
Approved on behalf of the Board:
/s/ DAVID JENKINS /s/ JOHN A.A. JAMES
- ----------------- ---------------------
Director Director
3
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<TABLE>
<CAPTION>
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Aurora Gold Corporation
(a development stage enterprise)
Consolidated Statements of Stockholder's Equity
(Expressed in U.S. Dollars)
(Unaudited)
For the period ended June 30, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Deficit
Acumulated
Common Stock Additional During the Total
------------------------------- Paid-In Development Stockholder's
Shares Amount Capital Stage Equity
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance,
January 1, 1997 9,920,389 $ 9,920 $ 344,461 $ (361,208) $ (6,827)
Issuance of common stock
For cash in March 1997 at
$1.00 per share (less issue
costs of $4,842) 750,000 750 744,408 -- 745,158
Net loss for the year (615,880) (615,880)
-----------------------------------------------------------------------------------
Balance, December 31, 1997 10,670,389 10,670 1,088,869 (977,088) 122,451
Issuance of common stock
For cash in May 1998 at
$1.25 per share 200,000 200 249,800 -- 250,000
For settlement of
Indebtedness 311,105 311 229,636 -- 229,947
Grant of options to employees
and directors -- -- 518,900 -- 518,900
Grant of options to Consultants -- -- 172,100 -- 172,100
Net loss for the year (1,151,604) (1,151,604)
-----------------------------------------------------------------------------------
Balance, December 31, 1998 11,181,494 11,181 2,259,305 (2,128,692) 141,794
Issuance of common stock
For settlement of
Indebtedness 112,994 -- 113 88,166 88,279
For finders fee -- 25,000 25 20,287 20,312
Net loss for the period (257,934) (257,934)
-----------------------------------------------------------------------------------
Balance, June 30, 1999 11,319,488 $ 11,319 $ 2,367,758 $(2,386,626) $ (7,549)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
(A development stage enterprise)
Consolidated Statements of Operations
(Expressed in U.S. Dollars) October 10
1995 Six-months ended
(inception) to June 30,
June 30, -----------------------------------
1999 1999 1998
For the periods ended (cumulative) (Unaudited) (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
General and administrative expenses
Consultants $ 53,633 $ -- $ 9,366
Depreciation and amortization 18,406 1,151 5,364
Interest, bank charges and foreign exchange 21,851 1,927 3,718
Office and miscellaneous, net of recoveries 111,788 (11,980) 13,760
Professional fees - legal 132,963 4,623 11,463
- accounting 38,560 -- 2,045
Rent and other 62,101 6,363 3,926
Salaries and wages 253,456 34,032 36,630
Shareholder relations, advertising and
Promotion 92,328 (14,754) 8,067
Stock option compensation 691,000 -- --
Transfer agents, listing and filing fees 52,134 6,185 9,510
Travel 50,265 -- 6,352
Telephone 44,376 1,914 4,743
-----------------------------------------------------------
1,622,861 29,461 114,944
Less interest income 21,299 439 3,623
-----------------------------------------------------------
1,601,562 29,022 111,321
Exploration expenses 745,654 228,912 110,638
Write off of mineral property costs 39,410 -- --
-----------------------------------------------------------
Net loss for the period $ 2,386,626 $ 257,934 $ 221,959
- ------------------------------------------------------------------------------------------------------------------------------------
Loss per share
Basis and diluted $ 0.02 $ 0.02
-----------------------------------------------------------
Weighted average common shares outstanding
Basic and diluted 11,225,661 10,724,828
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
(A development stage enterprise)
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars) October 10
1995 Six-months ended
(inception) to June 30,
June 30, --------------------------------
1999 1999 1998
For the periods ended (cumulative) (Unaudited) (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash provided (used) by:
Cash flows from operating activities
Net loss for the period $(2,386,626) $ (257,934) $ (221,959)
Adjustments to reconcile net loss to net cash used
in operating activities
Depreciation and amortization 18,406 1,151 5,364
Write off of mineral properties 39,410 -- --
Compensation on stock options 691,000 -- --
Expenses satisfied with common stock 188,538 108,591 --
Changes in assets and liabilities
Decrease (increase) in accounts receivable (5,590) (5,590) (67,142)
Increase(decrease) in accounts payable 39,218 18,638 1,901
-----------------------------------------------------
(1,415,644) (135,144) (281,836)
-----------------------------------------------------
Investing activities
Purchase of fixed assets (24,800) -- --
Mineral property costs (138,480) (29,629) (37,942)
Notes receivable (20,000) -- --
Proceeds on disposal of fixed assets 14,449 -- --
Incorporation costs (11,511) -- --
-----------------------------------------------------
(180,342) (29,629) (37,942)
-----------------------------------------------------
Financing activities
Proceeds from issuance of common stock 1,349,539 -- 250,000
Repayment of notes payable (65,000) (15,000) --
Proceeds from notes and advances payable 318,862 118,862 --
-----------------------------------------------------
1,603,401 103,862 250,000
-----------------------------------------------------
Increase (decrease) in cash for the period 7,415 (60,911) (69,778)
Cash, Beginning of period -- 68,326 122,921
-----------------------------------------------------
Cash, end of period $ 7,415 $ 7,415 $ 53,143
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
Notes to Interim Consolidated Financial Statements (Unaudited)
Basis of Presentation
In the opinion of management, the accompanying interim financial statements
contain all material adjustments consisting only of normal recurring adjustments
necessary to present fairly the financial position, the results of operations
and cash flows of the Company and its consolidated subsidiaries for the interim
period. Users of the financial information produced for the interim periods are
encouraged to refer to the footnotes contained in the Annual Report on Form
10-KSB when reviewing interim financial results.
These consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries Aurora Gold, S.A. and Aurora Gold (BVI) Ltd.
All intercompany transactions and balances have been eliminated.
Exploration costs are charged to operations as incurred as are normal
development costs until such time that proven reserves are discovered. At June
30, 1999 and 1998, the Company did not have proven reserves. Costs of initial
acquisition of mineral rights and concessions are capitalized until the
properties are abandoned or the right expires.
1. Nature of Business and Going Concern
The Company was formed on October 10, 1995 under the laws of the State of
Delaware and is in the business of exploration and development of mineral
properties. The Company has not yet determined whether its properties
contain mineral resources that may be economically recoverable.
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. The general business
strategy of the Company is to acquire mineral properties either directly or
through the acquisition of operating entities. The continued operations of
the Company and the recoverability of mineral property costs is dependent
upon the existence of economically recoverable reserves, confirmation of
the Company's interest in the underlying mineral claims, the ability of the
Company to obtain necessary financing to complete the development and upon
future profitable production. The Company has incurred recurring operating
losses and requires additional funds to meet its obligations and maintain
its operations. Management's plans in this regard are to raise equity
financing as required. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. These financial
statements do not include any adjustments that might result from this
uncertainty.
7
<PAGE>
2. Fixed Assets
<TABLE>
<CAPTION>
June 30, 1999 June 30, 1998
------------------------------------------------------
Accumulated Accumulated
Cost Depreciation Cost Depreciation
------------------------------------------------------
<S> <C> <C> <C> <C>
Furniture $ -- $ -- $ 5,229 $ 873
Computer equipment -- -- 11,554 7,584
Office equipment -- -- 8,017 1,894
----------------------------------------------------
-- -- 24,800 10,351
----------------------------------------------------
Cost less accumulated depreciation $ -- $14,449
====================================================
</TABLE>
3. Mineral Properties and Exploration Expenses
Mineral property costs consist of: 1999 1998
Kumealon - Limestone property Canada $ 23,629 $ --
Guatemala 68,441 30,499
Totem Talc (United States of America) 6,000 --
---------------------
$ 98,070 $ 30,499
=====================
Mineral exploration expenses consist of:
Canada - Yukon
Exploration expenditures, end of period $ 81,802 $ --
Exploration expenditures, beginning of year -- --
---------------------
Expenditures for the period 81,802 --
---------------------
Guatemala Mineral Claims
Exploration expenditures, end of period 249,358 125,043
Exploration expenditures, beginning of year 194,644 45,900
---------------------
Expenditures for the period 54,714 79,143
---------------------
Kumealon - Limestone
Exploration expenditures, end of period 2,286 --
Exploration expenditures, beginning of year -- --
---------------------
Expenditures for the period 2,286 --
---------------------
Totem Talc
Exploration expenditures, end of period 48,801 --
Exploration expenditures, beginning of year 11,418 --
---------------------
Expenditures for the period 37,383 --
---------------------
Tunisia
Exploration expenditures, end of period 19,878 --
Exploration expenditures, beginning of year -- --
---------------------
Expenditures for the period 19,878 --
---------------------
eneral exploration 32,849 31,495
---------------------
Total $228,912 $110,638
=====================
8
<PAGE>
4. Organization Costs
1999 1998
Cost $ 11,511 $ 11,511
Less accumulated amortization (8,055) (5,753)
---------------------------
$ 3,456 $ 5,758
===========================
5. Related Party Transactions
Related party transactions not disclosed elsewhere in these financial
statements include:
a) Included in accounts payable is $19,513 (1998 - $667) due to directors
and a company controlled by a director in respect of salaries,
consulting fees and reimbursement for operating expenses.
b) During the period, consulting fees, salaries and wages of $30,000
(1998 - $30,000) were paid or are payable to directors or companies
controlled by directors.
6. Non Cash Investing and Financing Activities
Amounts owing to a director of $42,190 were settled in January 1999 with
the issuance of 50,000 common shares. In March 1999, the Company settled
promissory notes payable of $15,000 with the issuance of 22,871 (including
accrued interest) shares of common stock. In March accounts payable of
$7,000 were settled with the issuance of 8,615. In March, amounts owing to
a director of $22,650 were settled with the issuance of 31,510 shares. In
March, a finder's fee of $20,312 was settled with the issue of 25,000
shares of common stock. The conversion of indebtedness was done at the
following prices:
Conversion
Indebtedness Price Shares
-----------------------------------------------
$ 42,190 $0.84 50,000
27,312 $0.81 33,615
39,089 $0.72 54,381
-------- -------
$108,591 137,996
==============================================
The carrying value of the indebtedness approximated the fair value of the
common shares issued.
9
<PAGE>
7. Outstanding Options
At June 30, 1999, the Company had 1,155,000 options outstanding which are
exercisable between $0.01 and $0.75 per common share at varying dates through
2003.
ITEM 2. MANAGEMENT'S' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
A. General
The Company is a mineral exploration company based in Vancouver, Canada
engaged in the exploration of base and precious metals worldwide. The Company
was incorporated under the laws of the State of Delaware on October 10, 1995,
under the name "Chefs Acquisition Corp." and is a development stage company.
Since commencement of its exploration operations in 1996, the Company has
undertaken a review of potential world mining properties with the objective of
acquisitions, exploration and development.
In addition to Guatemala, primary regions under investigation by the
Company include Argentina, Canada, Egypt, Mexico, United States of America, West
Africa and South Africa.
The management of the Company has developed the following exploration
objectives, the acquisition of properties with large scale potential, to
minimize capital costs on leases or concessions, the acquisition of properties
adjacent or in close proximity to recent discoveries of large scale mineral
reserves, to be the first-in staking where possible, secured repatriation on
mineral rights and royalties and to establish joint ventures and/or partnerships
with established companies that possess the resources to complete mine
development. All of the Company's properties are in the preliminary exploration
stage without any presently known body of ore.
B. Exploration
1. British Columbia, Canada
In February 1999, the Company acquired, by staking, a high grade limestone
property six (3) square kilometres (741 acres) located on the north shore
of Kumealon Inlet, 54 kilometres south-southeast of Prince Rupert, B.C.
Canada.
The Company plans a complete geological investigation in connection with an
extensive bedrock-sampling program in 1999.
2. Yukon Territories, Canada
In May and June 1999 the Company acquired by staking, 100% interest in five
gold exploration properties covering approximately 240 square kilometers,
in the Yukon's Tintina Gold Belt. The primary interest lies between the
Tintina Fault to the north and the Denali Fault to the south and defining a
broad arc through central Alaska and the Yukon.
Over the past several months the Company has compiled geochemical,
geophysical and Yukon Minifile information for the Yukon in a
computer-based Graphical Information System (GIS). With this input, the
Company has been able to identify a large number of gold targets within the
Yukon's Tintina Gold Belt. The Company has mobilized sampling
10
<PAGE>
and mapping crews to the Yukon to carry out reconnaissance soil and stream
sediment geochemical sampling at the properties in addition to sampling
other target locations.
3. Guatemala
During fiscal 1998 and the first quarter of fiscal 1999, the Company
carried out programs of geological reconnaissance, sampling of rock
outcrops and sampling of stream sediments, on the mineral exploration
concession licenses at Aguas Calientes, Apantes, Chiyax, El Rancho, Jicaro,
Los Angeles, Los Cipreses, Miramundo, Monjitas and Valenton 1. In addition,
similar programs were completed on five (5) properties for which
applications for mineral exploration concession licenses were pending,
specifically Barranquillo, Bola de Oro, La Esperanza, La Union and El
Tesoro 1. As a consequence of the results of these programs, it was decided
to surrender six mineral exploration concession licenses (January 1999) and
withdraw four applications (February 1999).
During 1999, the Company will complete exploration programs, involving
field mapping, sampling of outcrops, sampling of stream sediments, and soil
geochemistry, on the four (4) mineral exploration concession licenses,
Aguas Calientes, Apantes, Jicaro and Valenton 1, the one pending (1)
mineral exploration concession license, La Esperanza and the one (1)
mineral reconnaissance license, San Diego.
4. Tunisia
During the past several months the Company has reviewed and extensive
collection of data prepared by the Tunisia Office National des Mines (the
"ONM") including historical production, detailed geological mapping,
geochemistry, geophysics and in many cases, drill hole data to outline
areas of interest in Tunisia. Based on its analysis the Company in July
entered into five option agreements with High March Holdings Ltd. ("High
Marsh") to acquire 100% interest in five zinc properties in the North
African country of Tunisia.
The properties are located within, or near the `Zone des Domes" district, a
SW-NE striking belt of Triassic salt-domes and diapirs intruded into
Cretaceous carbonates, located in Northern Tunisia. The zone is
approximately 250 km long and 80 km wide. Nearly all of the historic
lead/zinc producers, and three currently producing lead/zinc mines are
located in the Zone des Domes district. The targets are replacement-type
deposits of galena and sphalerite, accompanied by barite and flourite, and
similar in setting to `Mississippi Valley Type' (MTV) lead/zinc deposits
but tend to have appreciably higher zinc grades. The five exploration
permits (Permis de Recherche des Mines) under option have been formally
awarded to High Marsh by the Director General of Mines for Tunisia (Le
Directeur General des Mines).
5. United States of America
The Totem Talc property, consists of ten unpatented lode claims, covering
approximately 206 acres, and is held under option by Aurora in an agreement
with the joint venture owners, United Catalysts Inc. and Getchell Gold
Corporation.
The Company is currently considering strategies for advancing the
development of the property based on the conclusions and recommendations in
the report provided by the international firm of consultants responsible
for the re-estimation of the Mineral Resources.
11
<PAGE>
C. Financial Information
Six Months Ended June 30, 1999 versus Six Months Ended June 30, 998
Net loss for the six months ended June 30, 1999 was $257,934 compared to a
loss of $221,959 for the six months ended June 30, 1998. The increase in the
current period net loss is the result of increased exploration expenditures of
$228,912 (June 30, 1998 - $110,638).
Office and miscellaneous, net of recoveries were a credit of $11,980 for
the six months ended June 30, 1999 compared to $13,760 for the six months ended
June 30, 1998.
Shareholder relations, advertising and promotion had a credit of $14,779
for the six months ended June 30, 1999 compared to $8,067 for the six months
ended June 30, 1998. The credit relates to a recovery of shared costs.
D. Financial Condition
At June 30, 1999, the Company had cash and cash equivalents of $7,415 (June
30, 1998 - $53,143) and a working capital deficiency of $26,213 (working capital
June 30, 1998 - $61,844) respectively. Total liabilities as of June 30, 1999
were $39,218 (June 30, 1998 - $1,723), an increase of $37,495. During the six
months ended June 30, 1999 investing activities consisted of additions to
mineral properties $29,629 (1998 - $37,942). Net loss for the six months ended
June 30, 1999 increased $35,975 to $257,934 (Loss June 30, 1998 - $221,959).
Accounts receivable decreased $4,834 to $5,590 (June 30, 1998 - $10,424)
The Company does not have sufficient working capital to (i) pay its
administrative and general operating expenses through December 31, 1999 and (ii)
to conduct its preliminary exploration programs. Without cash flow from
operations, it may need to obtain additional funds (presumably through equity
offerings and/or debt borrowing) in order, if warranted, to implement additional
exploration programs on its properties. Failure to obtain such additional
financing may result in a reduction of the Company's interest in certain
properties or an actual foreclosure of its interest. The Company has no
agreements or understandings with any person as to such additional financing.
None of the Company's properties has commenced commercial production and
the Company has no history of earnings or cash flow from its operations. While
the Company may attempt to generate additional working capital through the
operation, development, sale or possible joint venture development of its
properties, there is no assurance that any such activity will generate funds
that will be available for operations.
The Company has not declared or paid dividends on its shares since
incorporation and does not anticipate doing so in the foreseeable future.
E. Year 2000 Issues
The "Year 2000 problem", as it has come to be known, refers to the fact
that many computer programs use only the last two digits to refer to a year, and
therefore recognize a year that begins with "20" as instead beginning with "19".
For example, the year 2000 would be read as being the year 1900. If not
corrected, this problem could cause many computer applications to fail or create
erroneous results.
The Company has modified and tested all the critical applications of its
information technology ("IT"), the result of which is that all such critical
applications are now Year 2000
12
<PAGE>
compliant. The Company believes that virtually all of the non-critical
applications of its IT are Year 2000 compliant. The Company is using independent
consultants to oversee the Year 2000 project as well, as to perform certain
remediation efforts. In addition, progress on the Year 2000 project is also
monitored by senior management, and reported to the Board of Directors. The
total amount of the payments made to date and to be made hereafter to such
independent consultant are not expected to be material. Based on the Company's
analysis to date, the Company believes that its material non-IT systems are
either Year 2000 compliant, or do not need to be made Year 2000 compliant in
order to continue to function in substantially the same manner in the Year 2000.
The Company intends to continue its analysis of whether its non-IT systems
require any Year 2000 remediation. The Company's Year 2000 compliance work has
not caused, nor does the Company expect that it will cause, a deferral on the
part of the Company of any material IT or non-IT projects.
However, there can be no assurance that any of the Company's vendors or others,
with whom it transacts business, will be Year 2000 compliant prior to such date.
The company is unable to predict the ultimate affect that the Year 2000 problem
may have upon the Company, in that there is no way to predict the impact that
the problem will have nation-wide or world-wide and how the Company will in turn
be affected, and, in addition, the company cannot predict the number and nature
of its vendors and customers who will fail to become Year 2000 compliant prior
to January 1, 2000. Significant Year 2000 difficulties on the part of vendors or
customers could have a material adverse impact upon the Company. The Company
intends to monitor the progress of its vendors and customers in becoming Year
2000 compliant. The Company has not to date formulated a contingency plan to
deal with the potential non-compliance of vendors and customers, but will be
considering whether such a plan would be feasible.
PART 11. OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not party to any litigation, and has no
knowledge of any pending or threatened litigation against it.
ITEM 2. Changes in Securities
Not Applicable
ITEM 3. Defaults Upon Senior Securities
Not Applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
Not Applicable
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
None.
(b) Reports on Form 8-K
None.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
Date: August 27, 1999 BY: /s/ David Jenkins
---------------------------
David Jenkins
Director and President
Date: August 27, 1999 BY: /s/ John A.A. James
---------------------------
John A.A. James
Director and Vice-President
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-01-1999
<CASH> 7,415
<SECURITIES> 0
<RECEIVABLES> 5,590
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,005
<PP&E> 99,070
<DEPRECIATION> 0
<TOTAL-ASSETS> 135,531
<CURRENT-LIABILITIES> 39,218
<BONDS> 0
0
0
<COMMON> 11,319
<OTHER-SE> (18,868)
<TOTAL-LIABILITY-AND-EQUITY> 135,531
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 257,934
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (257,934)
<INCOME-TAX> 0
<INCOME-CONTINUING> (257,934)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (257,934)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
