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, 2000
[_] 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 of (IRS Employer Identification No.)
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, 2000.
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
June 30, 2000 and December 31, 1999
Consolidated Statements of Operations -- 4
Six Months Ended June 30, 2000
Consolidated Statements of Cash Flows -- 5
Six Months Ended June 30, 2000
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
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 11
Financial Data Schedule 12
2
<PAGE>
CIGMA METALS CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)
<TABLE>
<CAPTION>
Consolidated Balance Sheets (Unaudited)
September 30, 2000 and December 31, 1999
(Expressed in U.S. Dollars)
-------------------------------------------------------------------------------------------
September 30, December 31,
2000 1999
-------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current
Cash $ 3,640 $ 534,108
Notes receivable - related party 254,356 33,000
Available-for-sale securities 90,146 --
------------------------------------------------------------------------------------------
348,142 567,108
Mineral property rights -- --
------------------------------------------------------------------------------------------
Total assets $ 348,142 $ 567,108
==========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current
Accounts payable and accrued liabilities $ 13,749 $ 8,500
------------------------------------------------------------------------------------------
13,749 8,500
Stockholders' Equity
Share capital,
Authorized:
100,000,000 common shares, with par value $0.0001 each
Issued and outstanding:
14,000,000 common shares (1999 - 14,000,000) 1,400 1,400
Additional paid in capital 700,200 700,200
Deficit accumulated during the development stage (307,368) (142,992)
Accumulated other comprehensive income (loss)
- unrealized (loss) gains on securities available for sale (59,839) --
------------------------------------------------------------------------------------------
Stockholders' equity 334,393 558,608
------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 348,142 $ 567,108
==========================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
CIGMA METALS CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)
<TABLE>
<CAPTION>
Consolidated Statement of Operations (Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------------------------------------------
January 13, Nine Months Nine Months
1989 Ended Ended
(inception) to September 30, September 30,
September 30, 2000 1999
2000
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
General and administrative expenses
Administration and general $ 55,031 $ 27,165 $ 19,430
Professional fees - accounting and legal 65,780 5,527 50,270
Salaries and consulting fees 39,727 8,199 4,912
--------------------------------------------------------------------------------------------------------------------
160,538 40,891 74,612
--------------------------------------------------------------------------------------------------------------------
Exploration expenses 170,450 129,500 40,350
--------------------------------------------------------------------------------------------------------------------
Less:
Interest income 25,060 6,354 13,004
Interest expense (770) (339) (353)
Foreign exchange loss (670) -- --
--------------------------------------------------------------------------------------------------------------------
23,620 6,015 12,651
--------------------------------------------------------------------------------------------------------------------
Net (loss) for the period (307,368) (164,376) (102,311)
====================================================================================================================
(Loss) per share, basic and diluted -- $ (0.01) $ (0.01)
--------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding -- 14,000,000 11,709,559
--------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
CIGMA METALS CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows (unaudited)
(Expressed in U.S. Dollars)
------------------------------------------------------------------------------------------------------------------
January 13, 1989 Nine Months Nine Months
(inception) Ended Ended
to September 30, September 30, September 30,
2000 2000 1999
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from (used in) operating activities
Net loss for the period $(307,368) $(164,376) $(102,311)
Adjustments to reconcile net loss to net cash used
in operating activities:
- Issuance of shares for mineral
property rights 600 -- --
- Issuance of shares for administrative
services rendered 1,000 -- --
------------------------------------------------------------------------------------------------------------------
(305,768) (164,376) (102,311)
Changes in assets and liabilities
- note receivable - related parties (254,356) (221,356) (204,611)
- accounts payable 13,749 5,249 --
------------------------------------------------------------------------------------------------------------------
(546,375) (380,483) (306,922)
------------------------------------------------------------------------------------------------------------------
Cash flows from (used in) investing activities
Purchase of available for sale securities (149,985) (149,985) --
------------------------------------------------------------------------------------------------------------------
Cash flows from (used in) financing activities
Proceeds from issuance of common stock 700,000 -- 700,000
------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 3,640 (530,468) 393,078
Cash and cash equivalents, beginning of period -- 534,108 --
------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 3,640 $ 3,640 $ 393,078
==================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
Notes to Interim Consolidated Financial Statements (Unaudited)
1. 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,
2000 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2000.
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. 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, 2000 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2000.
The balance sheet at December 31, 1999 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-KSB for the year ended December 31, 1999 should be reviewed in
connection with these condensed consolidated financial statements.
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.
The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. These financial instruments
include cash and accounts payable and accrued liabilities. Fair values were
assumed to approximate carrying values for these financial instruments,
except where noted, since they are short term in nature and their carrying
amounts approximate fair values or they are receivable or payable on
demand. Management is of the opinion that the Company is not exposed to
significant interest, credit, or currency risks arising from these
financial instruments.
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.
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
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<PAGE>
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.
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, 2000 and December 31, 1999, 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.
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, 2000
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, 2000 and
1999 were $Nil and $Nil, respectively.
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.
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.
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". Basic loss
per share is calculated by dividing the net loss available to common
stockholders by the weighted average number of common shares outstanding
for the period. Diluted earnings per share reflects the potential dilution
of securities that could share in earnings of an entity. In loss periods,
dilutive common equivalent shares are excluded, as the effect would be
anti-dilutive. Basic and diluted earnings per share are the same for the
periods presented.
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.
2. Nature of Business and Going Concern
The Company was formed on January 13, 1989 under the laws of the State
of Florida and is in the business of location, acquisition, exploration
and, if warranted, development of mineral properties. The
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<PAGE>
Company has not yet determined whether its properties contain mineral
reserves 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 mineral
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.
3. Note Receivable
The note receivable is unsecured, bears interest at the Citibank (New
York City, USA) prime rate plus two percent and due on demand. It is due
from a company related by common management.
4. Mineral Properties and Exploration Licenses
The Company owns the following mineral properties located in Kozhim
Region, Komi Republic, Russia:
Area Central Point Co-ordinates
---- --------------------------
Samshitovoye 65 deg 14.7(degrees) N. Lat; 60 deg 13.5(degrees) E. Lon.
Nesterovskoye 65 deg 13.7(degrees) N. Lat; 60 deg 14.8(degrees) E. Lon.
Chudnoye 65 deg 14.3(degrees) N. Lat; 60 deg 14.2(degrees) E. Lon.
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
8
<PAGE>
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) Plan of Operation for 20000 and significant developments during the
nine-months ended September 30, 2000
The Company is currently conducting an exploration program on its
properties located in the Kozhim Region, Komi Republic, Russia. The 2000
exploration program consists of:
1. Completion of data compilation work started in 1999 to be able to
calculate a quality resource estimate.
2. Obtaining easting, northing and elevation information for samples
taken to-date thus allowing three dimensional modeling and
spatial statistical analysis of the data.
3. Extending existing trench sample profiles in selected areas of
veins.
4. Structural mapping of trenches and mineralized showings and their
immediate area in the various shear zones. Emphasis will be on
whether the high grade or bonanza zones identified on surface can
be correlated to structural elements.
5. Detailed geology mapping.
(C) Financial Information
Nine-Month Period Ended September 30, 2000 versus Nine-Month Period Ended
September 30, 1999
Net Loss:
For the nine-month period ended September 30, 2000 the Company
recorded a loss of $164,376 or $0.01 per share, compared to a loss of
$102,311 or $0.01 per share in 1999.
Revenues:
The Company had no operating revenues for the nine-month period ended
September 30, 2000 (1999 - $0).
Costs and Expenses:
General and administrative expenses - For the nine-month period ended
September 30, 2000 the Company recorded general and administrative expenses
of $27,165, compared to $19,430 in 1999.
9
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Professional fees - accounting and legal - For the nine-month period
ended September 30, 2000 the Company recorded accounting fees of $527 (1999
- $11,560) and legal fees of $5,000 (1999 - $38,710). Increased legal and
accounting costs in 1999 resulted from the legal costs associated with the
due diligence examination of the Russian properties and the formation of
the Russian subsidiary and the legal and accounting costs associated with
the filing of the Company's Registration statement on Form 10-SB.
Exploration expenditures - For the nine-month period ended September
30, 2000 the Company recorded exploration expenses of $129,500 (1999 -
$40,350).
(D) Financial Condition and liquidity
At September 30, 2000, the Company had cash of $3,640 (1999 -
$393,078) and working capital of $334,393 (1999 - $597,689) respectively.
Total liabilities as of September 30, 2000 were $13,749 (1999 - $0).
Net cash used in operating activities in the nine-month period ended
September 30, 2000 was $380,483 compared to $306,922 in the nine-month
period ended September 30, 1999. Net cash used in investing activities in
the nine-month period ended September 30, 2000 was $149,985 (1999 - $0).
Net cash received from financing activities in the nine-month period ended
September 30, 2000 was $0 (1999 - $700,000).
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.
(E) Year 2000 issues
The "Year 2000 problem" passed without incident at any of the
Company's properties.
The Year 2000 (YK2) issue is the result of computerized systems using
two digits rather than four digits to identify an applicable year.
Date-sensitive systems may recognize a date using "00" as the year 1900
rather that the year 2000. This could result in a system failure or
miscalculation causing disruption to business operations. In 1999, the
Company completed a review of its computer-based information systems and,
where needed, Y2K compliant upgrades for the Company's core financial
systems were installed and tested. To date, no Y2K problems have been
encountered by the Company or the Company's vendors or others with whom it
transacts business and none are expected. The Company's management and
operations staff will again monitor critical operations during the December
31, 2000 - January 1, 2001 Y2K rollover dates.
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.
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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:
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
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: October 15, 2000 BY: /s/ Agustin Gomez de Segura
---------------- ---------------------------
Agustin Gomez de Segura
Director and President
Date: October 15, 2000 BY: /s/ Jorge L Lacasa
---------------- ------------------
Jorge L. Lacasa
Director
11
