SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended: April 30, 1998
Commission File No. 0-9496
----------------
GOLD STANDARD, INC.
-------------------
(Exact name of registrant as specified in its charter)
Utah 87-0302579
------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 712 Kearns Building, Salt Lake City, Utah 84101
- ------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 328-4452
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None NASDAQ and Pacific Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
----------------------------------------
(Title of class)
Indicate by check mark whether 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 that Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
As of the close of the period covered by this report there were
outstanding 4,674,375 shares of Registrant's common stock, $.001 par
value per share.
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GOLD STANDARD, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
April 30, 1998 and October 31, 1997
April 30, 1998 October 31, 1997
------------------ ----------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,518,345 $ 3,231,441
Certificates of deposit 1,215,157 1,197,222
Accounts receivable 726,092 0
Accrued interest 337 9,039
Prepaid expenses 1,851 6,844
-------------- ---------------
TOTAL CURRENT ASSETS 4,461,782 4,444,546
PROPERTY AND EQUIPMENT
Equipment and leasehold
improvements 156,891 206,465
-------------- ---------------
156,891 206,465
OTHER ASSETS
Securities available for sale 0 252,998
Equity investment 256,500 0
Deposits 1,120 3,404
-------------- ---------------
257,620 256,402
-------------- ---------------
$ 4,876,293 $ 4,907,413
=============== ===============
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LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable - trade $13,553 $85,890
Accrued liabilities 29,384 29,434
Income tax payable 100 300
-------------- ---------------
TOTAL CURRENT LIABILITIES 43,037 115,624
STOCKHOLDERS' EQUITY
Common stock 4,674 18,698
Additional paid-in capital 13,193,952 13,515,927
Unrealized holding gain (loss) on
securities available for sale 0 6,149
Accumulated deficit (8,365,370) (8,748,985)
------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 4,833,256 4,791,789
------------- ----------------
$ 4,876.293 $ 4,907.413
============== ================
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Gold Standard, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended Six months ended
April 30, April 30,
--------------------------- -----------------------
1998 1997 1998 1997
-------------- ------------ ----------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
INCOME FROM OPERATIONS
Rotalty income $ - $ - $ - $ -
EXPENSES
Depreciation 9,410 12,829 23,540 25,093
Leasehold exploration
and carrying costs 80,597 371,041 471,965 710,867
General and
administrative:
Legal 17,819 4,719 20,408 8,720
Other 102,758 124,428 184,025 201,318
--------- --------- --------- --------
NET LOSS FROM
OPERATIONS (210,584) (513,017) (699,938) (945,998)
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OTHER INCOME (EXPENSES)
Interest income 29,146 52,880 78,945 117,091
Gain (loss) on
disposal of assets - 1,393 - (9,969)
Gain (loss) on
exchange (10,000) - (10,000) -
Gain (loss) from
investments (101,409) 33,417 (101,409) (11,503)
----------- ----------- ----------- ---------
(292,847) (425,327) (732,402) (850,379)
NET LOSS
MINORITY INTEREST - 48,185 - 101,902
----------- ------------ ----------- ---------
NET INCOME (LOSS) $(292,847) $(377,142) $(732,402) $(748,477)
=========== =========== ============ ==========
Net income (loss)
per common share $ (0.06) $ (0.02) $ (0.16) $ (0.04)
=========== ========== ============ ==========
See accompanying notes to consolidated financial statements.
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GOLD STANDARD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three and six month periods ended April 30, 1998 and 1997
Three months ended Six months ended
April 30, April 30,
--------------------------- ------------------------
1998 1997 1998 1997
-------------- ------------ ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net income (loss)
$ (292,847) $ (377,142) $ (732,402) $ (748,477)
Add (deduct) adjustments
to cash basis:
Depreciation 9,410 12,829 23,540 25,093
Net investment
(gains) losses 101,409 (33,417) 101,409 11,503
Unrealized loss
on securities 6,816 - (6,149) -
Net exchange
adjustment 793,500 - 793,500 -
Net loss -
minority interest - (48,185) - (101,902)
Decrease (increase) in:
Accounts receivable (726,092) - (726,092) -
Accrued interest (16) 12,778 8,702 437
Prepaid expenses 2,773 2,172 4,993 (2,319)
Deposits 2,284 - 2,284 (50)
Deferred costs - (4,406) - (11,031)
Increase (decrease) in:
Accounts payable (63,470) (11,236) (49,702) (30,264)
Income tax payable (200) - (50) -
Accrued liabilities 180 (200) (200) (625)
--------- --------- ---------- ----------
NET CASH PROVIDED BY
(USED IN) OPERATING
ACTIVITIES (166,253) (446,807) (580,167) (857,635)
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CASH USED IN INVESTMENT
ACTIVITIES
Decrease (increase) in
certificates of
deposits (4,526) - (17,935) -
Equipment purchased (7,007) (47,965) (7,007) (50,262)
Decrease (increase) in
of securities (240,333) - (252,998) -
Disposal of assets - 14,607 - 27,468
Proceeds from sales of
trading securities 145,011 - 145,011 -
--------- --------- ---------- --------
- -
NET CASH USED IN
INVESTMENT ACTIVITIES (106,855) (33,358) (132,929) (22,794)
NET INCREASE (DECREASE)
IN CASH (273,108) (480,165) (713,096) (880,429)
CASH BALANCE AT BEGINNING
OF PERIOD 2,791,453 5,678,057 3,231,441 6,078,321
--------- --------- --------- ---------
CASH BALANCE AT END
OF PERIOD $2,518,345 $5,197,892 $2,518,345 $5,197,892
========== ========== ========== ==========
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GOLD STANDARD, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1998 and October 31, 1997
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company's accounting policies reflect industry practices and conform
to generally accepted accounting principles. The following policies are
considered to be significant:
Financial Statements
--------------------
The financial information provided in the Consolidated Balance Sheet for
the year ended October 31, 1997, has been taken from the audited financial
statements at that date. In the opinion of management, all adjustments
necessary to present fairly the financial position, results of operations and
cash flow at April 30, 1998, have been made. All such adjustments were of
a normal, recurring nature.
Principles of Consolidation
---------------------------
The accompanying consolidated financial statements at April 30, 1998,
include the accounts of Gold Standard, Inc., and its wholly owned
subsidiaries, Gold Standard South and Gold Standard Minas, S.A. As used
herein, references to Gold Standard, Inc., the Registrant, or the Company
refers to Gold Standard, Inc. and its consolidated subsidiaries. All
significant intercompany transactions are eliminated.
Big Pony Gold, Inc., a 64.4% owned subsidiary as of October 31, 1997 was
included in the consolidation for that period. As of April 30, 1998 the
Company's ownership interest in Big Pony Gold, Inc. had declined to 35%.
The investment in Big Pony Gold, Inc. is accounted for under the equity method
for periods beginning after October 31, 1997.
Gold Standard South, a Utah corporation, was organized for the
express purpose of carrying on a property acquisition and gold exploration
program in the country of Uruguay. The Company is presently conducting
exploration work in Uruguay at properties assigned to it by Big Pony Gold,
Inc. In March, 1998. Gold Standard Minas was organized for the purpose of
carrying on a gold exploration program in the country of Brazil.
Investment in Mining Properties
-------------------------------
Prospecting and exploration costs incurred in the search for new mining
properties are charged to expense as incurred. Direct costs associated with
the development of identified reserves are capitalized until the related
geological areas are either put into production, sold or abandoned. As of
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April 30, 1998, there were no geological areas under production.
Earnings (Loss) Per Share
-------------------------
Earnings (loss) per share of common stock is computed on the
weighted-average number of shares outstanding during the period.
Cash Equivalents
----------------
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments and investments readily convertible into cash,
or purchased with a maturity of three months or less, to be cash equivalents.
Foreign Currency Translation
----------------------------
Substantially all assets and liabilities of the Company's
international operations are translated at year-end exchange rates and the
resulting adjustments are accumulated in stockholders' equity. Income and
expenses are translated at exchange rates prevailing during the period.
Foreign currency transaction gains and losses are included in net income,
except for those relating to intercompany transactions of a long-term
investment nature, which are accumulated in stockholders' equity.
NOTE 2 - SECURITIES AVAILABLE FOR SALE
In February, 1996, the Company entered into a non-monetary transaction
exchanging rights to diamond potential properties located in Brazil for
100,000 shares of American Mineral Fields stock (AMZ) which was trading at
$4.00 per share. This transaction resulted in a net gain to the Company of
$300,000 ($400,000 less $100,000 paid to three geologists as bonuses on
the transaction).
During 1998 the Company sold the last 49,000 shares of AMZ stock at a
loss of $101,409. The Company realized a net gain on sales of all AMZ shares
since 1996 in the amount of $50,947.
NOTE 3 - EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements are stated at cost. Maintenance,
repairs, and renewals which neither materially add to the value of the
property nor appreciably prolong its life are charged to expense as incurred.
Gains or losses on dispositions of property and equipment are included in
earnings. Depreciation and amortization of property and equipment is provided
on the straight-line method using the estimated lives shown below:
Years
Furniture and equipment 5-7
Transportation equipment 5
Leasehold improvements lease term
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Amortization of leasehold improvements is calculated using the
straight-line method over the term of the lease agreement.
NOTE 4 - MINING PROPERTIES
The Company holds directly or through its subsidiary companies, mineral
and exploration rights to property located in Western Utah, Southern Uruguay,
Brazil and other South American locations. All exploration costs associated
with these properties have been charged to operations as incurred, consistent
with the Company's accounting policies (see Note 1).
The Company's leasehold exploration and carrying expenses for the three
month period ended April 30, 1998 are summarized as follows:
Uruguay $ 20,115
Brazil 445,767
Paraguay 6,083
United States 0
--------------
Total $ 471,965
==============
NOTE 5 - EQUITY INVESTMENT
Due to a number of considerations the Company's subsidiary Big Pony
Gold, Inc. changed business strategies this year and has left the mining
industry to enter the motor sports industry.
In order to improve the Company's position as creditor and investor, the
Company has returned 750,000 of their 3,316,667 shares of Big Pony Gold stock
and has received assignment of all the equipment and mineral rights held in
Big Pony's name in Uruguay. As a result of this transaction and the purchase
of 3,000,000 shares of Big Pony Gold by other investors, the Company's
ownership interest in Big Pony Gold has been reduced to 35%. The consolidated
accounting method no longer applies to Big Pony Gold and the Company now
carries its investment under the equity method of accounting. This change has
resulted in an adjustment to shareholders' equity of $793,500.
NOTE 6 - CAPITAL STOCK
On March 2, 1998 the board of directors of the Company approved a one
for four reverse stock split affecting all of the Company's common stock,
the reverse stock split was effected in order to meet NASDAQ's contined new
listing requirements. The reverse stock split reduced the number of outstanding
shares from 18,697,500 to 4,674,375. Par value after the reverse stock split
remained at $.001 per share resulting in an adjustment on the balance
sheet between common stock and additional paid in capital of $14,024. This
reverse stock split has been shown for all periods.
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NOTE 7 - STOCK WARRANTS
In connection with issuance of its common stock, the Company has issued
warrants to others for the future purchase of additional shares at specified
prices. Unexercised warrants aggregate 1,910,053 shares at April 30, 1998.
They carry a weighted average price of $5.91 per share and have an average
remaining life of two years.
NOTE 8 - RELATED PARTY TRANSACTIONS
The Company has funded the majority of the operations of its subsidiaries
Gold Standard South and Gold Standard Mines, and its former subsidiary Big
Pony Gold, Inc. with unsecured non-interest bearing long term cash advances.
As of April 30, 1998, the Company had receivables from these companies of
$541,556, $1,102,364 and $726,092, respectively. With the exception of the
$726,092 advance to Big Pony Gold, all intercompany transactions have been
eliminated in consolidation.
On March 14, 1996, the Company acquired 750,000 shares of the common
stock of its subsidiary Big Pony Gold, Inc. in exchange for cancellation of
$10,000 in debt owed by the subsidiary to the Company and transfer by the
Company of all its interest in certain mineral rights and assets pursuant to
the cancellation of a joint venture agreement. These properties were returned
to the Company In March 1998 (see Note 5).
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In 1997, the Company converted cash advances to Gold Standard Mines, to
equity in the amount of $817,652.
NOTE 9 - COMMITMENTS
To guarantee future reclamation commitments in Uruguay, the Company has
obtained a standby letter of credit in the amount of $1,000,000. No amounts
had been drawn on this line as of April 30, 1998.
A similar letter of credit under similar terms, in the amount of $100,000
has been obtained to guarantee commitments in Paraguay. No amounts had been
drawn against the line as of April 30, 1998.
NOTE 10 - INCOME TAXES
The Company has significant net operating loss and net capital loss
carryforwards which should give rise to a deferred tax asset. Because the
Company has no assurance that the tax benefit from the net operating loss and
net capital loss will ever be realized, a valuation allowance has been
provided equal to the deferred tax asset.
The amounts and expiration dates of net operating loss carryforwards and
investment tax credits at April 30, 1998 are detailed in the following
summary:
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Federal State Net
Net Operating Net Operating Capital
Expiration Date Loss Loss Loss
--------------- ------------- ------------- --------
October 31, 1998 $ -- $ 15,927 $ --
October 31, 1999 -- 674,075 --
October 31, 2000 -- -- 150,056
October 31, 2002 -- -- 18,503
October 31, 2003 1,440,772 -- --
December 31, 2003 1,391 -- --
October 31, 2004 675,277 -- --
December 31, 2004 332,153 -- --
October 31, 2005 1,106,261 -- --
December 31, 2005 408,740 -- --
October 31, 2006 762,506 -- --
October 31, 2007 568,726 -- --
October 31, 2008 16,027 -- --
October 31, 2009 673,421 -- --
October 31, 2010 185,357 185,057 --
October 31, 2011 241,032 240,932 --
October 31, 2012 790,574 790,274 --
---------- ---------- ---------
$7,202,237 $1,906,265 $ 168,559
========== ========== =========
NOTE 11 - LITIGATION
In 1986, the Company filed a lawsuit against American Barrick Resources
Corporation, Getty Oil Company, and Texaco, relative to party's interest on
the Mercur gold mine located in Tooele County, Utah. The lawsuit alleges
breach of contract, breach of fiduciary duty and several other causes of
action related to the operating agreement between the Company and the
defendants or their successors in interest to the Mercur gold mine. Under the
action, the Company sought the return of the Mercur property, monetary damages
and other appropriate relief.
In April, 1993, the Company accepted an out-of-court cash settlement with
American Barrick Resources Corporation, one of the defendants in the action,
for a net of $5,225,000.
The lawsuit against the other defendants went to trial in July, 1993.
Following a seven week trial, the jury returned a verdict in favor of the
Company on September 3, 1993, and awarded the Company $404,164,000 in damages.
Subsequently, the judge set aside the jury verdict, thereby denying the
Company the jury's award. The Company appealed the judge's decision to the
Supreme Court of the State of Utah. On January 11, 1996, the Supreme Court
announced its decision to uphold the trial judge's directed verdict for the
defendants in the case. As a result of the unsuccessful appeal, in April,
1998 the Company paid $58,000 in court costs.
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In May, 1996, the Company was notified that a Writ of Reconsideration
filed with the Utah Supreme Court was denied. The Company has decided to no
longer continue its efforts in the lawsuit.
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Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations.
------------------------------------
INTRODUCTION
Gold Standard, Inc. and its subsidiaries (the Registrant) are principally
engaged in the acquisition, exploration, and if warranted, development of
producing or potentially productive gold properties. Its activities are
concentrated, for the most part, in Uruguay, Brazil and Paraguay.
A significant factor effecting the Registrant's operations for years was
its lawsuit against the operators and former operators of the Mercur Gold Mine
in Tooele County, Utah. A January, 1996 ruling against the Registrant, and a
subsequent denial for reconsideration has ended the Registrant's efforts in
the case.
RESULTS OF OPERATIONS
No revenue was generated through operations by the Registrant during the
three and six month periods ended April 30, 1998 and it is not expected that
any operating revenue will be generated during 1998. For several years the
Registrant was a partner in joint ventures in mining properties in Uruguay.
Royalty revenue was received from these properties in 1996 and 1995. At the
present time all joint ventures have been dissolved.
The Registrant's operating activities have been solely exploration
related and have been concentrated on their Uruguay, Brazil, and Paraguay.
properties. Exploration related expenses for the six month period ended
April 30, 1998 were $471,965 ($80,597 for the six month period ended
April 30, 1997). Exploration costs incurred during the six month period
ended April 30, 1998 are summarized as follows:
Uruguay $ 20,115
Brazil 445,767
Paraguay 6,083
---------
$ 471,965
=========
Exploration expenses have been higher in 1998 than in 1997 because of the
Registrant's increased activity in its properties in Brazil. This exploration
activity is being conducted by the Registrant's subsidiary, Gold Standard
Mines, S.A. Prior to March, 1998, the Registrant's exploration activities at
its properties in Uruguay were being conducted through its subsidiary, Big
Pony Gold. All rights to these properties have since been transferred to the
Registrant and exploration activities are ongoing.
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The Registrant's general and administrative expenses, excluding legal
expenses totaled $102,758 for the six month period ended April 30, 1998
($124,428 for the six month period ended April 30, 1997). The two most
significant general and administrative expense categories during the three
month period ended April 30, 1998 were (a) professional and consulting fees
$57,738 ($68,075 in 1997) and (b) wages and salaries $68,000 ($71,096 in
1997). The balance of general and administrative expenses includes office
supplies and expenses, office rent, travel, etc.
LIQUIDITY AND CAPITAL RESOURCES
In the absence of income from operations the Registrant will continue to
rely on funds received in prior years for its operations. These funds include
royalty revenues, lawsuit settlements, equity funding, and proceeds from sales
of securities.
The Registrant has no material capital commitments or agreements which
would require significant outlays of capital during the remaining six months
of the year.
Expenses in the remaining six months of 1998 should remain close to the
level during in the first six months of the year. In the short term, the
Registrant has sufficient cash reserves to fund operations. In the long-term
there can be no assurance that cash on hand will be sufficient for all
operating costs. However, if necessary the Registrant will look to the
issuance of additional equity capital and increased production from its
properties.
INFLATION
The impact of inflation on the Registrant's operations will vary. The
future price of gold and the level of future interest rates could directly
effect the Registrant's future operating revenue.
Serious increases in inflation could increase general and administrative
expenses for the Registrant and make it difficult to remain within budget.
However, management does not expect any material increases in the inflation
rate during the near future.
ENVIRONMENTAL RULES AND REGULATIONS
The Registrant is not aware of any noncompliance with environmental rules
and regulations, nor has the Registrant been cited by any local, state or
national agency either in the United States or South America for noncompliance
with environmental rules and regulations.
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The Registrant has obtained a standby letter of credit in the amount of
$1,000,000 which is pledged as security against future potential reclamation
costs of mineral properties under exploration in Uruguay. A similar $100,000
letter of credit has been pledged as security for operations in Paraguay.
Furthermore, the Registrant is not aware of any potential reclamation costs.
Except for the above, the Registrant has no actual or potential involvement in
environmental remediation activities.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. Not Applicable
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.
No items were presented for a vote of security holders
during the period ended January 31, 1998.
ITEM 5. OTHER INFORMATION. Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) List of Exhibits
27.0 Financial Data Schedule
(b) Reports on Form 8-K
Not applicable
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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 thereunto duly authorized.
Gold Standard, Inc.
Date 29 June 1998 By:/s/ Scott L. Smith
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule.
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> APR-30-1998
<CASH> $3,733,502
<SECURITIES> 0
<RECEIVABLES> 726,092
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,461,782
<PP&E> 156,891
<DEPRECIATION> 0
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<CURRENT-LIABILITIES> 43,037
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0
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<COMMON> 4,674
<OTHER-SE> 4,828,582
<TOTAL-LIABILITY-AND-EQUITY> 4,876,293
<SALES> 0
<TOTAL-REVENUES> 29,146
<CGS> 0
<TOTAL-COSTS> 210,584
<OTHER-EXPENSES> 111,409
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (292,847)
<INCOME-TAX> 0
<INCOME-CONTINUING> (292,847)
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<NET-INCOME> (292,847)
<EPS-PRIMARY> (.06)
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