<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1995
GOLD RESERVE CORPORATION
State Of Incorporation: . . . . . . . . . . . Montana
Commission File Number: . . . . . . . . . . . 1-8372
IRS Employer Identification No: . . . . . . . 81-0266636
Address Of Principal Executive Offices: . . . 1940 Seafirst Financial Center
Spokane, Washington 99201
Registrant's Telephone Number: . . . . . . . (509) 623-1500
Securities registered pursuant to
Section 12(b) of the Act:
Title Of Each Class: . . . . . . . . . . . . Common Stock
Name Of Each Exchange On Which Registered:. . NASDAQ
. . The Toronto Stock Exchange
Securities registered pursuant to
Section 12(g) of the Act: . . . . . . . . . . None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
as the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]
The number of shares of common stock outstanding at May 5, 1995,
was 19,070,003.
This Quarterly Report on Form 10-Q has 12 pages.
<PAGE>
GOLD RESERVE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
For the Three Months Ended March 31, 1995
(UNAUDITED)
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION PAGE
Item 1: Consolidated Balance Sheets
March 31, 1995 and December 31, 1994 . . . . . . . . . . . . 3
Consolidated Statements of Operations
Three Months Ended March 31, 1995 and 1994 . . . . . . . . . 4
Consolidated Statements of Changes in Shareholders' Equity
Three Months Ended March 31, 1995 and
Year Ended December 31, 1994 . . . . . . . . . . . . . . . . 5
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1995 and 1994 . . . . . . . . . 6
Notes to the Consolidated Financial Statements . . . . . . . 7
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . 8
PART II: OTHER INFORMATION
Item 1: Legal Proceedings **
Item 2: Changes in Rights of the Company's Security Holders **
Item 3: Defaults by the Company on its Senior Securities **
Item 4: Results of Votes of Security Holders **
Item 5: Other Information **
Item 6: Exhibits and Reports on Form 8-K . . . . . . . . . . 11
** Not Applicable
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . 12
Page 2 of 12
<PAGE>
GOLD RESERVE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
CONSOLIDATED BALANCE SHEETS
March 31, 1995 and December 31, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,678,916 $ 6,675,771
Cash held in escrow 4,500,000 --
Investments:
Held-to-maturity securities, at amortized cost 22,317,417 26,079,822
Accrued interest on investments 86,220 259,780
Deposits, advances and other assets 417,295 493,956
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Total current assets 32,999,848 33,509,329
Available-for-sale securities 193,281 177,809
Property, plant and equipment, net 10,407,551 9,551,676
Other assets 24,066 24,066
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Total assets $43,624,746 $43,262,880
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LIABILITIES
CURRENT LIABILITIES:
Litigation settlement payable (Note 2) $ 4,500,000 $ 4,500,000
Accounts payable and accrued expenses 629,306 572,713
KSOP note payable, current portion 25,000 25,000
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Total current liabilities 5,154,306 5,097,713
KSOP note payable, non-current portion 123,760 123,760
Minority interest in consolidated subsidiaries 138,525 141,651
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Total current liabilities 5,416,591 5,363,124
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Commitments and contingencies
SHAREHOLDERS' EQUITY
Serial preferred stock, no par value
Authorized: 10,000,000 shares, none issued
Common stock, no par value
Shares authorized: 40,000,000 shares
Shares issued: 1995... 19,014,670; 1994... 18,929,668
Shares outstanding: 1995... 18,662,177; 1994... 18,577,175 69,645,991 69,453,393
Common stock held by affiliates (504,276) (504,276)
Unrealized gain on available-for-sale securities 94,489 79,017
Accumulated deficit (30,879,289) (30,979,618)
KSOP debt guarantee (148,760) (148,760)
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Total shareholders' equity 38,208,155 37,899,756
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Total liabilities and shareholders' equity $43,624,746 $43,262,880
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</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements
Page 3 of 12
<PAGE>
GOLD RESERVE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 1995 and 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------------
<S> <C> <C>
OTHER INCOME:
Interest $ 428,611 $ 39,681
Foreign currency (loss) gain (3,862) 68,427
Miscellaneous -- 21,676
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424,749 129,784
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EXPENSES:
General and administrative 175,334 352,353
Directors' and officers' compensation 68,830 81,153
Legal and accounting 75,359 97,891
Depreciation 6,601 3,545
Minority interest in net loss of consolidated subsidiaries (3,126) (117)
Interest expense, net of amount capitalized 1,422 673
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324,420 535,498
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Income (loss) before income taxes 100,329 (405,714)
Income tax provision -- --
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Net income (loss) 100,329 (405,714)
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Net income (loss) per share $0.01 $(0.03)
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Weighted average common shares outstanding 18,605,526 $11,790,279
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</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements
Page 4 of 12
<PAGE>
GOLD RESERVE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Three Months Ended March 31, 1995 and the Year Ended December 31, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
Unrealized
Common Gain on
Common Shares Issued Stock Held Available-for-
-------------------- Accumulated By Sale
Shares Amount Deficit Affiliates Securities
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1993 11,723,451 $19,147,345 $ (7,239,140) $(70,944) --
Effect of change in accounting
for investments $108,425
Net loss (23,740,478)
Common stock issued for:
Services 6,000 33,000
Litigation settlement 2,750,000 16,912,500
Cash 2,020,000 19,754,290
Options and warrants 2,430,217 13,650,244
Value attributed to
issuance of warrants 800,000
Decrease in unrealized gain on
available-for-sale securities (29,408)
Increase in common stock held by
consolidated subsidiaries (433,332)
Reduction of shareholders' equity
associated with change in
subsidiaries' minority interest (843,986)
- --------------------------------------------------------------------------------------------------
Balance, December 31, 1994 18,929,668 69,453,393 (30,979,618) (504,276) 79,017
Net income 100,329
Common stock issued for:
Options and warrants 85,002 192,598
Increase in unrealized gain on
available for sale securities 15,472
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Balance, March 31, 1995 19,014,670 69,645,991 $(30,879,289) $(504,276) $94,489
- --------------------------------------------------------------------------------------------------
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</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements
Page 5 of 12
<PAGE>
GOLD RESERVE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1995 and 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
- ----------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 100,329 $ (405,714)
Adjustments to reconcile net income (loss) to net cash
used by operating activities:
Depreciation 6,601 3,545
Accreted interest on investments (230,863) --
Foreign currency loss (gain) 3,862 (93,149)
Common stock issued for services -- 33,000
Minority interest in net loss of consolidated subsidiaries (3,126) (117)
Net gain on disposition and revaluation of equity securities -- (42,132)
Changes in current assets and liabilities:
Net increase in current assets (4,249,779) (103,378)
Net increase in current liabilities 56,593 21,774
- ----------------------------------------------------------------------------------------
Net cash used by operating activities (4,316,383) (586,171)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturity of held-to-maturity securities 6,022,000 --
Purchase of held-to-maturity securities (2,028,732) --
Purchase of property, plant and equipment (866,338) (1,086,015)
Proceeds from sale of available-for-sale securities -- 49,073
Deferred financing costs -- (602,640)
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Net cash provided (used) by investing activities 3,126,930 (1,639,582)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares 192,598 1,599,096
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Net cash provided by financing activities 192,598 1,599,096
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CHANGE IN CASH AND CASH EQUIVALENTS:
Net decrease in cash and cash equivalents (996,855) (626,657)
Cash and cash equivalents - beginning of period 6,675,771 6,766,712
- ----------------------------------------------------------------------------------------
Cash and cash equivalents - end of period 5,678,916 6,140,055
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements
Page 6 of 12
<PAGE>
GOLD RESERVE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
Notes To Consolidated Financial Statements
March 31, 1995 (UNAUDITED)
1. The Company and Significant Accounting Policies:
The Company was incorporated in Montana in 1956 for the purpose of acquiring,
exploring and developing mining properties and placing these properties into
production. The Company is currently involved in the exploration and
development of a potential gold property in Venezuela.
The December 31, 1994 financial information has been derived from the
Company's 1994 audited financial statements. The notes to the financial
statements as of December 31, 1994, as set forth in the Company's 1994
Form 10-K, substantially apply to these interim financial statements at
March 31, 1995, and are not repeated here. The financial information given
in the accompanying unaudited financial statements reflects all normal,
recurring adjustments, which, in the opinion of management, are necessary
for a fair presentation for the periods reported.
The consolidated financial statements include the accounts of the Company;
three Venezuelan subsidiaries, Compania Minera Unicornio, C.A. (Unicorn),
Gold Reserve de Venezuela, C.A. (GLDRV) and Compania Aurifera Brisas del
Cuyuni, C.A. (Brisas); two domestic majority-owned subsidiaries, Great Basin
Energies, Inc. (Great Basin) and MegaGold Corporation (MegaGold); and seven
Aruban subsidiaries. All significant intercompany accounts and transactions
have been eliminated in consolidation. The Company's policy is to consolidate
those subsidiaries where majority control exists and control is other than
temporary.
Three of the Company's majority-owned subsidiaries own shares of the Company.
The Company's effective ownership of its own stock (352,493 shares) through
these subsidiaries is deducted from common stock outstanding at March 31,
1995 and December 31, 1994, resulting in a difference between common stock
issued and outstanding. Due to the availability of net operating loss
carryforwards, no income tax provision has been recorded for the three months
ended March 31, 1995. Due to the incidence of net operating losses which were
not estimated to be utilized, no income tax benefit was recorded for the three
months ended March 31, 1995.
2. Litigation Settlement:
Brisas, which was acquired by the Company in August 1992 to obtain the Brisas
alluvial gold concession ("Brisas concession"), was the plaintiff in a
lawsuit commenced in Venezuela in July 1992 to rescind a mining lease and
purchase option agreement covering the Brisas concession. Brisas and the
Company contended the lease was terminable for nonpayment of rentals during a
thirteen month period, and that a purchase option contained in the lease,
granting Inversiones 871010, C.A., the defendant-lessee, a right of first
refusal to purchase the concession was likewise terminable. The
defendant-lessee contended its obligation to pay rentals during the disputed
period was suspended by Brisas.
In late December 1994, Gold Reserve, on behalf of its Brisas subsidiary,
entered a binding agreement to settle all outstanding litigation related to
the Brisas concession. Gold Reserve agreed to issue 2,750,000 common shares
and 750,000 common share purchase warrants (exercisable at $10 Cdn for 18
months) to the defendants and further agreed to deposit $4.5 million into
escrow, to be released to one of the defendants upon the granting of the
hardrock or veta rights on the Brisas concession to the Company. In addition,
the agreement included limitations regarding future purchases and sales of
shares by the defendants, as well as certain conditions pertaining to the
defendants' share voting rights.
The total settlement of $22,512,500 was recorded as an expense in the 1994
consolidated statement of operations. The settlement amount represents the
market value, on the date of the agreement, of the 2,750,000 common shares,
$800,000 attributable to the value of the 750,000 warrants, the $4.5 million
placed in escrow, and related settlement costs of approximately $300,000. In
conjunction with the settlement of the litigation, the Company and its Brisas
subsidiary entered an agreement obligating Brisas to repay the Company the
total cost of the settlement, including interest equal to the prime rate
charged from time-to-time by the Company's corporate bank plus one half of
one percent.
Page 7 of 12
<PAGE>
GOLD RESERVE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
March 31, 1995
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
RESULTS OF OPERATIONS
March 31, 1995 compared to March 31, 1994
The Brisas concession, which is owned by the Company's Venezuelan subsidiary,
Brisas, is currently being explored. All expenditures related to exploration
activities on the Brisas concession have been recorded as capitalized
exploration and development costs. The Company has no producing mineral
properties at this time.
Consolidated net income for the three months ended March 31, 1995 amounted to
$100,329, or $0.01 per share, compared to a consolidated net loss of
$405,714, or $0.03 per share, for the same three-month period in 1994.
Other income during the three months ended March 31, 1995 increased
approximately $295,000 compared to the same period in 1994. The net increase
in other income is primarily attributable to an increase in interest income
of approximately $389,000 due to higher levels of invested cash and a
decrease in foreign currency gain of approximately $72,000 due to the effect
of exchange and price controls implemented by the Venezuelan government and
the payoff, in 1994, of a note payable denominated in the Venezuelan
currency.
Total expenses during the three months ended March 31, 1995 decreased
approximately $211,000 compared to the same period in 1994. The net change in
operating expenses is primarily due to decreased costs associated with the
Alfa concessions (which were sold in 1994) of approximately $160,000, a
decrease in legal and accounting fees of approximately $22,000 and a decrease
in general and administrative expenses and directors and officers
compensation of approximately $17,000 and $12,000, respectively.
The Company has incurred losses in each of the last five years due to the
lack of an operating property or other revenue-generating business activity.
Management anticipates that net losses of the Company will continue over the
next several years as the result of increased corporate expenditures
associated with the management of exploration and development activities on
the Brisas concession, even though such expenditures are expected to be
offset to some extent by increases in interest income on invested funds.
Management estimates the trend of consolidated losses will reverse if and
when commercial production occurs at the Brisas concession. However, a number
of significant events must occur before commercial production of the Brisas
concession can begin, these being the establishment of proven and probable
reserves, financing of anticipated mine development costs, and the
procurement of all necessary regulatory permits and approvals.
The Company filed an application with the Venezuelan Ministry of Energy and
Mines ("MEM") in February of 1993 to obtain an exploration and exploitation
concession to the bedrock or veta mineralization believed to underlie the
Brisas concession. This application was approved by MEM on March 3, 1995, but
has not been submitted for public comment as of May 5, 1995. Management
believes MEM approval of its application was delayed as a result of the
Brisas lawsuit, and now that such approval has been obtained, the concession
will be granted. The Company is not aware of any facts or circumstances which
would prevent MEM from submitting the application for public comment and
ultimately granting the concession to the Company.
The Venezuelan government, amid economic uncertainties and a bank crisis,
suspended certain constitutional rights and implemented certain currency
exchange and price controls on June 27, 1994. These exchange and price
controls remain in place as of the date of this report, and there is no
indication when, and if, such controls will be eliminated or modified. Senior
government officials have publicly stated that foreign private investment is
encouraged, particularly in the Guayana region where the Company's Brisas
concession is located.
Venezuela has generally encouraged foreign investment in the past, and the
Company believes there presently exist no significant policies, license
requirements or other regulations which might present barriers to its
continued investment in the country. Venezuela has experienced significant
inflation during each of the years in which the Company has been present in
the country, and such inflation can be expected to continue. Inflation and
other economic conditions have resulted in political and social turmoil on
occasion, which also can be expected to continue. Whether and to what extent
these conditions may materially adversely affect the Company's operations in
the future cannot be predicted.
Page 8 of 12
<PAGE>
GOLD RESERVE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
March 31, 1995
LIQUIDITY AND CAPITAL RESOURCES
INVESTING
Gold Reserve acquired the Brisas concession in late 1992 and initiated a
limited auger and diamond drill program. At that time the property was the
subject of a lawsuit over ownership, which was ultimately settled in
December, 1994. The drilling conducted in 1993 indicated a potentially large
area of gold and copper mineralization, including some high grade gold and
copper intercepts. Drilling in 1994 was interrupted by activities related to
the lawsuit. In early 1995, drilling recommenced with one diamond drill which
has subsequently been increased to three drills.
The Company continues to focus its attention on exploring the Brisas
concession, with a view toward establishing a commercially mineable resource.
During the three months ended March 31, 1995, the Company expended
approximately $0.9 million on the Brisas concession. On a cumulative basis
since inception, the Company has expended approximately $32.9 million on the
Brisas concession. The majority of these cumulative costs are attributable to
litigation settlement costs of $22.5 million which were expensed in 1994,
concession acquisition costs of approximately $2.0 million and capitalized
development and exploration costs of $7.6 million. The 1995 exploration
program is expected to include an estimated 40,000 meters of auger and core
drilling and management estimates the program will cost approximately $8.0
million, inclusive of related personnel and administrative costs. Amounts
expended on the drilling program may vary, however, depending on the results
of exploration as the program proceeds.
To-date, in 1995, there have been 36 diamond drill holes that have averaged
200 meters in depth with a few over 300 meters. The drilling has centered on
two areas of the main Brisas-Las Cristinas trend as well as two other targets
on the concession. All holes have been spaced at 100 meter intervals. The
drilling on the concession has indicated two main areas of widespread
mineralization, both of which have not been defined as to length, width, and
depth. These areas are referred to as the Pozo Azul in the northeast part of
the property and the Laguna Donna which is located in the central part of the
property, south of and on strike to the Pozo Azul. Geophysics indicates that
the Laguna Donna may be an extension of the Brisas trend. Drilling is planned
for the Laguna Donna in the near future. Generally the mineralization is
characterized by a higher grade central zone (in addition to the high grade
Blue Whale horizon), and surrounded by a larger low grade zone.
The Pozo Azul region has been drilled with over 50 diamond and auger holes
and to-date an area of wide mineralization has been discovered. Drilling has
confirmed a strike length of over 750 meters, and it is open to the south and
to the north. Placer's Las Cristinas property is 240 meters north of the
closest drill hole. The width of the mineralization ranges from 150 meters to
more than 300 meters, but is not yet fully defined. The mineralization is
also open at depth as some of the holes bottomed in gold and/or copper
mineralization. Some of the holes have been drilled at a 60 degree incline
and some are vertical to assist in determining the true thickness of the
mineralized zones.
In addition to the widespread mineralization, there is also the "Blue Whale"
horizon, which outcrops in the northeast corner of the property in the Pozo
Azul pit, and dips to the southwest of the property. This is believed to be
the locus or "feeder zone" for the Brisas mineralization. The recent drilling
has extended the length of the Blue Whale to over 600 meters along strike.
The Blue Whale is characterized by much higher grade gold and copper
mineralization, with grades of 6 grams of gold per ton and higher, and over
one percent copper have been encountered with very limited drilling.
Preliminary results indicate that the Blue Whale could be up to 32 meters
thick and 120 meters down dip. This horizon appears open at depth. The last
hole encountered the Blue Whale at a depth of 328 meters and the Company is
awaiting assays on this hole.
The Laguna Donna area which is in the center of the property and along strike
to the Pozo Azul is now our focus for more intense drilling. The limited
drilling to date indicates a mineralized zone of at least 350 meters in
length and up to 350 meters in width and the mineralization is open to the
north as well as the south. Over 20 holes are planned to be drilled in this
area. So far, this zone is more characterized by gold rather than copper.
Currently, three drills rigs are working on the property, with plans for 75
drill holes in the first phase of the 1995 drilling program. The Company has
drilled over 40 holes to date and are awaiting assays on 15 holes. As drill
information and assay data is received it is entered into our geologic
computer modeling program which will assist in locating drill holes for the
next phase of drilling. The second phase of drilling, totaling some 75
diamond drill holes will be closer spaced, and should allow for the
calculation of an initial resource estimate later this year.
Page 9 of 12
<PAGE>
GOLD RESERVE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
March 31, 1995
The Company has not obtained sufficient information to date to calculate an
initial geologic resource or proven (measured) or probable (indicated)
reserves, if any. The limited results from the drilling efforts to-date are
preliminary and no mineral reserves can be inferred or assumed at this time.
Previous exploration activities on the concession have included mapping,
surface sampling and assaying, geophysics, geochemistry, preliminary
metallurgical testing, airborne magnetic and radiometric surveys, and diamond
and auger drilling. These activities have confirmed the existence of an
anomaly approximately one mile (1.8 kilometers) in length, on strike with a
deposit on Placer Dome Inc.'s Las Cristinas concession to the north. Placer
Dome Inc. has announced geologic reserves on its Las Cristinas concession of
more than 8 million ounces of gold.
Management estimates that an announcement regarding an initial geologic
reserve, if any, will not be made prior to late 1995. The exact timing of
such an announcement will be subject to the results of exploration on the
property. Commercial development, if warranted, is not likely to commence in
less than twelve to eighteen months and significant revenue and cash flow
from mining operations is unlikely to occur before twelve to eighteen months
thereafter.
FINANCING
On February 15, 1995 the board of directors of the Company approved a one
year extension of the expiration date, from March 15, 1995 to March 15, 1996,
of 1,000,000 share purchase warrants issued in March of 1994. The warrants
are exercisable at the price of $13.00 per share, and the Company would
obtain an additional $13 million if and when these warrants are exercised.
In November of 1994, the Company established a $3.6 million revolving line of
credit with a domestic bank. The borrowing arrangement is collateralized by
investments, expires in January 1996 and bears interest based on the bank's
stated prime rate. No advances have been made to the Company under this
credit line.
As of May 5, 1995, the Company held approximately $27 million in unrestricted
cash and held-to-maturity securities. Whether, and to what extent, additional
or alternative financing options are pursued by the Company will depend on a
number of important factors, including: the results of exploration and
development activities on the Brisas concession; management's assessment of
the financial markets; the successful acquisition of additional properties or
projects, if any; and the overall capital requirements of the consolidated
group. At this time, management anticipates that its current cash position,
together with the proceeds expected to be received from any future exercise
of outstanding warrants, will be sufficient to cover estimated operational
and capital expenditures associated with the exploration and development of
the Brisas concession into 1997.
Page 10 of 12
<PAGE>
GOLD RESERVE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
March 31, 1995
PART II: OTHER INFORMATION
Item 1: Legal Proceedings **
See footnote 2 to the consolidated financial statements.
Item 2: Changes in Rights of the Company's Security Holders **
Item 3: Defaults by the Company on its Senior Securities **
Item 4: Results of Votes of Security Holders **
Item 5: Other Information **
** Not Applicable
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits: None
(b) Reports on Form 8-K
A Current Report on Form 8-K, dated December 31, 1994, relating to
the settlement of the Brisas litigation was filed on January 6, 1995.
Page 11 of 12
<PAGE>
GOLD RESERVE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
March 31, 1995
SIGNATURE
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 thereunto duly authorized.
GOLD RESERVE CORPORATION
May 5, 1995 By: \s\Robert A. McGuinness
----------------------
Robert A. McGuinness
Vice President - Finance
Chief Financial Officer
Page 12 of 12
