UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from to
------------------- ----------------
Commission file number 0-27355
CIGMA METALS CORPORATION
(Exact name of small business issuer as specified in its charter)
Florida 98-0203244
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
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: 14,000,000 shares of Common Stock
were outstanding as of September 30, 1999.
Transitional Small Business Disclosure Format (check one);
YES [_] NO [X]
<PAGE>
CIGMA METALS 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.
CIGMA METALS CORPORATION
INDEX
Page No.
--------
PART I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -- 3
September 30, 1999 and December 31, 1998
Consolidated Statements of Stockholder's Equity -- 4
Nine Months Ended September 30, 1999
Consolidated Statements of Operations -- 5
Nine Months Ended September 30, 1999
Consolidated Statements of cash Flows -- 6
Nine Months Ended September 30, 1999
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. Other Information
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to A Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
2
<PAGE>
CIGMA METALS CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)
<TABLE>
<CAPTION>
Consolidated Balance Sheets
September 30, 1999 and December 31, 1998
(Expressed in US Dollars) September 30, December 31,
----------------------------------------------------------------------------------------------------
1999 1998
----------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current
Cash $ 393,078 $ --
Note receivable - related parties 204,611 --
----------------------------------------------------------------------------------------------------
597,689 --
Mineral property rights -- --
----------------------------------------------------------------------------------------------------
Total assets $ 597,689 $ --
====================================================================================================
LIABILITIES AND STOCKHOLDERS'S EQUITY
Liabilities
Current
Accounts payable and accrued liabilities $ -- $ --
----------------------------------------------------------------------------------------------------
Stockholders' Equity
Share capital,
Authorized:
100,000,000 common shares, with par value of $0.0001 each
Issued and outstanding:
14,000,000 common shares (1998 - 7,000,000) 1,400 700
Additional paid in capital 700,200 900
Accumulated deficit during exploration stage (103,911) (1,600)
----------------------------------------------------------------------------------------------------
Stockholders' equity 597,689 --
----------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 597,689 $ --
====================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
CIGMA METALS CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)
Consolidated Statements of Stockholders' Equity
Period from January 13, 1989 (inception) to September 30, 1999
(Expressed in US Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock Additional Total
------------------------------ Paid-In Accumulated Stockholder's
Shares Amount Capital Deficit Equity
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Issuance of common stock for
administrative services provided
on August 2, 1981 1,000,000 $ 100 $ 900 $ -- $ 1,000
Net (loss) for the period (1,000) (1,000)
----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1991 to 1997 1,000,000 100 900 (1,000) --
Issuance of common stock for
mineral property rights on
April 2, 1998 6,000,000 600 -- -- 600
Net (loss) for the period -- -- -- (600) (600)
----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998 7,000,000 700 900 (1,600) --
Issuance of common stock for 7,000,000 700 699,300 -- 700,000
cash on March 31, 1999
Net (loss) for the period -- -- -- (102,311) (102,311)
----------------------------------------------------------------------------------------------------------------------
Balance, September 30, 1999 14,000,000 $ 1,400 $ 700,200 $ (103,911) $ 597,689
======================================================================================================================
</TABLE>
<PAGE>
CIGMA METALS CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)
<TABLE>
<CAPTION>
Consolidated Statements of Operations
(Expressed in US Dollars)
--------------------------------------------------------------------------------------------------------------
January 13, 1989 Nine Months Nine Months
(inception) to Ended Ended
September 30, September 30 September 30
1999 1999 1998
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
General and administrative expenses
Administration and general $ 20,430 $ 19,430 $ --
Professional fees - accounting and legal 50,270 50,270 --
Salaries and consulting fees 4,912 4,912 --
--------------------------------------------------------------------------------------------------------------
75,612 74,612 --
--------------------------------------------------------------------------------------------------------------
Exploration expenses 40,950 40,350 600
--------------------------------------------------------------------------------------------------------------
Less:
Interest income 13,004 13,004 --
Interest expense (353) (353) --
Foreign exchange loss -- -- --
--------------------------------------------------------------------------------------------------------------
12,651 12,651 --
--------------------------------------------------------------------------------------------------------------
Net (loss) for the period $ (103,911) $ (102,311) $ (600)
==============================================================================================================
(Loss) per share, basic and diluted (0.01) (0.00)
==============================================================================================================
Weighted average shares outstanding 11,709,559 4,992,647
==============================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
CIGMA METALS CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
-------------------------------------------------------------------------------------------------------------------
January 13, 1989 Nine Months Nine Months
(inception) Ended Ended
to September 30, September 30, September 30,
1999 1999 1998
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from (used in) operating activities
Net loss for the period (103,911) (102,311) $ (600)
Adjustments to reconcile net loss to net cash used
in operating activities:
Issuance of shares for mineral
property rights 600 -- 600
Issuance of shares for administrative
services rendered 1,000 -- --
-------------------------------------------------------------------------------------------------------------------
(102,311) (102,311) --
Changes in assets and liabilities
- note receivable - related parties (204,611) (204,611) --
- accounts payable -- -- --
-------------------------------------------------------------------------------------------------------------------
(306,922) (306,922) --
-------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Proceeds from issuance of common stock 700,000 700,000 --
-------------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents 393,078 393,078
Cash and cash equivalents, beginning of period -- -- --
-------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 393,078 $ 393,078 $ --
===================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
Notes to Interim Consolidated Financial Statements (Unaudited)
NOTE A: Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions for
Form 10-QSB and Item 310 (b) of Regulation S-B. Accordingly, they do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been
included. Operating results for the nine-month period ended September 30,
1999 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1999.
The balance sheet at December 31, 1998 has been derived from audited
financial statements at that date. The consolidated financial statements
and footnotes thereto included in Cigma Metals Corporation Annual Report on
Form 10-SB for the year ended December 31, 1998 should be reviewed in
connection with these condensed consolidated financial statements.
The Company was incorporated under the laws of the State of Florida on
January 13, 1989 as Cigma Ventures Corp. The Company changed its name to
Cigma Metals Corporation on April 17, 1998 and is in the business of
exploration of mineral properties.
The continued operations of the Company is dependent upon the
discovery of economically recoverable reserves or proceeds from the
dispositions thereof, the ability of the Company to obtain financing to
complete development of the properties and on future profitable operations.
All dollar amounts are in United States dollars unless otherwise
indicated. At the transaction date, each asset, liability, revenue and
expense is translated into U.S. dollars by the use of the exchange rate in
effect at that date. At the period end, monetary assets and liabilities are
translated into U.S. dollars by using the exchange rate in effect at that
date. The resulting foreign exchange gains and losses are included in
operations.
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities". SFAS
No. 133 requires companies to recognize all derivatives contracts as either
assets or liabilities in the balance sheet and to measure them at fair
value. If certain conditions are met, a derivative may be specifically
designated as a hedge, the objective of which is to match the timing of
gain or loss recognition on the hedging derivative with the recognition of
(i) the changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk or (ii) the earnings effect of the hedged
forecasted transaction. For a derivative not designated as a hedging
instrument, the gain or loss is recognized in income in the period of
change. SFAS No. 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000.
Historically, the Company has not entered into derivatives contracts
either to hedge existing risks or for speculative purposes. Accordingly,
the Company does not expect adoption of the new standards on January 1,
2000 to affect its financial statements.
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5, "Reporting on the Costs of Start-up
Activities", ("SOP 98-5") which provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-activities and organization costs to be expensed as incurred. SOP
98-5 is effective for fiscal years beginning after December 15, 1998 with
initial adoption reported as the cumulative effect of a change in
accounting principle. Adoption of this standard has no material effect on
the financial statements.
Exploration costs are charged to operations as incurred as are normal
development costs until such time that proven reserves are discovered. From
that time forward, the Company will capitalize all costs to the extent that
future cash flow from reserves equals or exceeds the costs deferred. As at
September 30, 1999 and December 31, 1998, the Company did not have proven
reserves. Cost of initial acquisition of mineral rights and concessions are
capitalized until the properties are abandoned or the right expires.
7
<PAGE>
Exploration activities conducted jointly with others are reflected at
the Company's proportionate interest in such activities.
Costs related to site restoration programs are accrued over the life
of the project.
The Company places its cash and cash equivalents with high credit
quality financial institutions. The Company routinely maintains balances in
a financial institution beyond the insured amount. As of September 30, 1999
Company had $ nil in a bank beyond insured limits
The Company expenses advertising costs as incurred. Total advertising
costs charged to expenses for the nine-months ended September 30, 1999 and
1998 were $Nil and $Nil, respectively.
Certain long-term assets of the Company are reviewed when changes in
circumstances require as to whether their carrying value has become
impaired, pursuant to guidance established in Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of". Management
considers assets to be impaired if the carrying value exceeds the future
projected cash flows from related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets will be
written down to fair value.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
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 and
The Company has adopted Statement of Financial Accounting Standards
(SFAS") No. 109, "Accounting for Income Taxes", which requires the Company
to recognize deferred tax liabilities and assets for the expected future
tax consequences of events that have been recognized in the Company's
financial statements or tax returns using the liability method. Under this
method, deferred tax liabilities and assets are determined based on the
temporary differences between the financial statement and tax bases of
assets and liabilities using enacted tax rates in effect in the years in
which the differences are expected to reverse.
Loss per share is computed using the weighted average number of shares
outstanding during the year. Effective for the year ended December 31,
1997, the Company adopted SFAS No. 128, "Earnings Per Share".
In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income", which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. The Company
is disclosing this information on its Statement of Stockholders' Equity.
Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. SFAS No. 130 did not
change the current accounting treatments for components of comprehensive
income.
NOTE B: Note Receivable
The note receivable is unsecured, non-interest bearing and due on
demand. It is due from a company related by common management.
Note C: Mineral Properties and Exploration Licenses
The Company owns the following mineral properties located in Kozhim
Region, Komi Republic, Russia, as follows:
Area Central Point Co-ordinates
---- --------------------------
Samshitovoye 65 deg 14.7o N. Lat; 60 deg 13.5o E. Lon.
Nesterovskoye 65 deg 13.7o N. Lat; 60 deg 14.8o E. Lon.
Chudnoye 65 deg 14.3o N. Lat; 60 deg 14.2o E. Lon.
8
<PAGE>
Pursuant to an agreement dated April 12, 1998, the Company acquired
these mineral properties by issuing 6,000,000 restricted common shares to
the vendors. The individual who acted as trustee for the vendors is
currently a director of the Company. As the vendors are the controlling
shareholders of the Company after the above-mentioned transactions, the
properties and licenses were valued at equal to the par value of the shares
issued. The amount was treated as an exploration expense in 1998.
Pursuant to another agreement, the Company has entered into a joint
venture agreement with Poliarural Geologia ("PUG") to jointly explore the
properties. PUG is a Russian stated-owned geological exploration and
development company which owns the exploration, development and production
licences for the properties owned by the Company.
The Company will own 49% of the joint venture, but it has the option
to increase its stake to 75% by expending US$400,000 on the properties.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
(A) General
The Company is a mineral exploration company based in Vancouver,
Canada and Moscow, Russia and is engaged in the exploration for precious
metals. The Company was incorporated under the laws of the State of Florida
on January 13, 1989, under the name "Cigma Ventures Corporation". On April
17, 1998 the Company changed its name to Cigma Metals Corporation and is an
exploration stage enterprise. The company was inactive between January 13,
1989 and April 17, 1998.
This document contains numerous forward-looking statements relating to
the Company's business. The United States Private Securities Litigation
Reform Act of 1995 provides a "safe harbor" for certain forward-looking
statements. Operating, exploration and financial data, and other statements
in this document are based on information the company believes reasonable,
but involve significant uncertainties as to future gold and silver prices,
costs, ore grades, estimation of gold and silver reserves, mining and
processing conditions, changes that could result from the Company's future
acquisition of new mining properties or businesses, the risks and hazards
inherent in the mining business (including environmental hazards,
industrial accidents, weather or geologically related conditions),
regulatory and permitting matters, and risks inherent in the ownership and
operation of, or investment in, mining properties or businesses in foreign
countries. Actual results and timetables could vary significantly from the
estimates presented. Readers are cautioned not to put undue reliance on
forward-looking statements. The Company disclaims any intent or obligation
to update publicly these forward-looking statements, whether as a result of
new information, future events or otherwise.
None of the Company's properties contain any known Mineral Reserves.
The Company's common stock is traded on the OTC Market Pink Sheets.
(B) Significant developments during the nine months ended September 30, 1999
The Company filed a Registration Statement on Form 10-SB, with the
United States Securities and Exchange Commission ("SEC") on September 16,
1999. According to SEC rules the Registration Statement will become
effective sixty days after filing and Cigma will become a reporting issuer.
The Company is currently conducting an exploration program on its
properties located in the Kozhim Region, Komi Republic, Russia.
9
<PAGE>
(C) Financial Information
Nine-Month Period Ended September 30, 1999 versus Nine-Month Period
Ended September 30, 1998
Net Loss:
For the nine-month period ended September 30, 1999 the Company
recorded a loss of $102,311 or $0.01 per share, compared to a loss of $600
or $0.00 per share in 1998. The Company was inactive between January 13,
1989 and April 17, 1998.
Revenues:
The Company had no operating revenues for the nine-month period ended
September 30, 1999 (1998 - $0).
Costs and Expenses:
General and administrative expenses - For the nine-month period ended
September 30, 1999 the Company recorded general and administrative expenses
of $19,430, compared to $0 in 1998.
Professional fees - accounting and legal - For the nine month period
ended September 30, 1999 the Company recorded accounting fees of $11,560
(1998 - $0) and legal fees of $38,710 (1998 - $0). $8,560 of the accounting
fees relate to the filing of the Registration Statement on Form 10-SB.
$33,710 of the legal expenses relate to a due diligence examination of the
Russian properties.
Exploration expenditures - For the nine-month period ended September
30, 1999 the Company recorded exploration expenses of $40,350 (1998 -
$600).
(D) Financial Condition and liquidity
At September 30, 1999, the Company had cash of $393,078 (1998 - $0)
and working capital of $597,689 (1999 - $0) respectively. Total liabilities
as of September 30, 1999 were $0 (1998 - $0).
Net cash used in operating activities in the nine-month period ended
September 30, 1999 was $306,922 compared to $0 in the nine-month period
ended September 30, 1998. Net cash used in investing activities in the
nine-month period ended September 30, 1999 was $0 compared to net cash used
in investing activities of $0 in the prior year's comparable period. Net
cash received from financing activities in the nine-month period ended
September 30, 1999 was $700,000 compared to net cash received from
financing activities of $0 in the prior year's comparable period.
The Company has sufficient working capital to (i) pay its
administrative and general operating expenses through December 31, 2000 and
(ii) to conduct preliminary exploration programs. However, 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.
10
<PAGE>
(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 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. New equipment and software was
installed during the third quarter of 1999. 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'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 formulated a contingency plan
to deal with the potential non-compliance of vendors and customers.
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
11
<PAGE>
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
1.1 Articles of Incorporation of Cigma Ventures Corporation *
1.2 Company By-laws Cigma Ventures Corporation *
1.3 Consent action of the Board of Directors of Cigma Ventures Corporation *
to reinstate the corporation in the State of Florida
1.4 Articles of Amendment to Cigma Ventures Corporation changing the name *
of the Corporation to Cigma Metals Corporation.
3.1 Agreement dated April 12, 1998 between The Company and Delta Capital;
Oil-Impex Limited; Gasinvest Ltd; Lloydinvest and Landa Ltd. *
21.1 Subsidiaries of the Company *
27.1 Financial Data Schedule
--------
* Previously Filed
(b) Reports on Form 8-K
None
--------
* Previously Filed
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: September 8, 2000 BY: /s/ Agustin Gomez de Segura
----------------- ---------------------------
Agustin Gomez de Segura
Director and President
Date: September 8. 2000 BY: /s/ Jorge L Lacasa
----------------- ---------------------------
Jorge L. Lacasa
Director
12
