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 Quarterly Period Ended: July 31, 1999
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
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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 1,168,594 shares of Registrant's common stock, $.001 par
value per share.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
---------------------
GOLD STANDARD, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR INCLUSION IN QUARTERLY REPORT
ON FORM 10-Q
July 31, 1999
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GOLD STANDARD, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 31, 1999 and October 31, 1998
July 31, 1999 October 31, 1998
------------- ----------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,312,249 $ 1,940,615
Certificates of deposit 1,282,596 1,252,723
Accounts receivable 6,992 4,312
Accrued interest 24,737 9,789
Prepaid expenses 4,295 4,094
------------ ------------
TOTAL CURRENT ASSETS 2,630,869 3,211,533
PROPERTY AND EQUIPMENT
Equipment and leasehold
improvements 92,873 131,956
------------ ------------
92,873 131,956
OTHER ASSETS
Investment in affiliate 351,943 351,943
Deposits 1,087 1,087
------------ ------------
353,030 353,030
------------ ------------
$ 3,076,772 $ 3,696,519
============ ============
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LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable - trade $ 49,689 $ 67,309
Accrued liabilities 460 18,518
Income tax payable 100 100
------------ ------------
TOTAL CURRENT LIABILITIES 50,249 85,927
STOCKHOLDERS' EQUITY
Common stock 1,169 1,169
Additional paid-in capital 13,197,456 13,197,456
Accumulated deficit (10,172,102) (9,588,033)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 3,026,523 3,610,592
------------ ------------
$ 3,076,772 $ 3,696,519
============ ============
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GOLD STANDARD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and nine month periods ended July 31, 1999 and 1998
Three months ended Nine months ended
July 31, July 31,
--------------------- -----------------------
1999 1998 1999 1998
---------- ---------- ---------- ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
INCOME FROM OPERATIONS $ - $ - $ - $ -
EXPENSES
Depreciation 13,575 11,770 40,725 35,310
Leasehold exploration
and carrying costs 75,251 252,238 367,465 724,203
General and administrative:
Legal 11,952 6,870 19,632 27,278
Other 71,267 72,084 262,193 256,109
---------- ---------- ---------- ------------
NET LOSS FROM OPERATIONS (172,045) (342,962) (690,015) (1,042,900)
OTHER INCOME (EXPENSES)
Interest income 31,568 43,431 103,734 122,376
Miscellaneous income - - 2,210 -
Gain (loss) on exchange - - - (10,000)
Gain (loss) from investments - - - (101,409)
---------- ---------- ---------- ------------
NET INCOME (LOSS) $(140,477) $(299,531) $(584,071) $(1,031,933)
========== ========== ========== ============
Net income (loss)
per common share $ (0.12) $ (0.26) $ (0.50) $ (0.88)
========== ========== ========== ============
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net income (loss) $(140,477) $ (299,531) $ (584,071) $(1,031,933)
Add (deduct)adjustments
to cash basis:
Depreciation 13,575 11,770 40,725 35,310
Net exchange adjustment - - - 793,500
Decrease (increase) in:
Accrued interest (15,523) (7,697) (14,948) 1,005
Prepaid expenses (2,782) (1,465) (201) 3,528
Accounts receivable - - (2,680) -
Deposits - - - 2,284
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Increase (decrease) in:
Accounts payable (758) (5,830) (17,618) (64,757)
Income tax payable - - - (50)
Accrued liabilities - 2 (18,058) (198)
----------- ----------- ----------- ------------
NET CASH PROVIDED BY
(USED IN) OPERATING
ACTIVITIES (145,965) (302,751) (596,851) (261,311)
CASH USED IN INVESTMENT ACTIVITIES
Decrease (increase) in
certificates of deposits 6,647 (27,430) (29,873) (45,365)
Equipment purchased - - (1,642) (7,007)
Decrease (increase) in
of securities - - - 252,998
Increase in equity
investments - - - (982,592)
----------- ----------- ----------- ------------
NET CASH USED IN
INVESTMENT ACTIVITIES 6,647 (27,430) (31,515) (781,966)
NET INCREASE
(DECREASE) IN CASH (139,318) (330,181) (628,366) (1,043,277)
CASH BALANCE AT
BEGINNING OF PERIOD 1,451,567 2,518,345 1,940,615 3,231,441
----------- ----------- ----------- ------------
CASH BALANCE AT
END OF PERIOD $1,312,249 $2,188,164 $1,312,249 $ 2,188,164
=========== =========== =========== ============
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GOLD STANDARD, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31,1999 and October 31, 1998
(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, 1998, has been taken from the audited finan-
cial statements at that date. In the opinion of management, all adjust-
ments necessary to present fairly the financial position, results of
operations and cash flow at July 31, 1999, have been made. All such
adjustments were of a normal, recurring nature.
Principles of Consolidation
---------------------------
The accompanying consolidated financial statements at July 31, 1999,
include the accounts of Gold Standard, Inc., and its subsidiaries, Gold
Standard South, Gold Standard Minas, S.A. and Tormin, S.A. A former
subsidiary, Pan American Motor Sports, Inc. (PAMS) (formerly Big Pony
Gold, Inc.) is no longer included in the consolidated financial state-
ments but is being reported as an equity investment. As used herein,
references to Gold Standard, Inc., the Registrant, or the Company refers
to Gold Standard, Inc. and its consolidated subsidiaries. All signifi-
cant intercompany transactions are eliminated.
Gold Standard South, a Utah corporation, was organized for the purpose
of carrying on a property acquisition and gold exploration program in
the country of Uruguay. Gold Standard Minas was organized for the
purpose of carrying on a gold exploration program in the country of
Brazil. Tormin S.A. holds certain mineral exploration concessions in
Uruguay and is conducting exploration work on these properties.
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 July 31, 1999, there were no geological areas under
production.
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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.
NOTE 2 - 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
Amortization of leasehold improvements is calculated using the
straight-line method over the term of the lease agreement.
NOTE 3 - INVESTMENT IN AFFILIATE
During 1998 the Company changed its method of accounting for and report-
ing its investment in PAMS from the consolidated to the equity method
due to the decline in their ownership interest from 64.4% to 20%. The
Company adjusted the carrying value of the investment balance for the
exchange of stock for assets, conversion of debt to equity, recognition
of the cumulative losses to be reported under the equity method of
accounting, and the recognition of losses for the current year since the
effective date of the change in entity.
NOTE 4 - MINING PROPERTIES
The Company holds directly or through its subsidiary companies, mineral
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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). No development costs have been capitalized on these properties
through July 31, 1999.
NOTE 5 - STOCK WARRANTS
In connection with issuance of its common stock, the Company has issued
warrants to others for the purchase additional shares at specified
prices in the future. Unexercised warrants aggregate 368,750 shares at
July 31, 1999. They carry a weighted average price of $24 per share and
have a weighted average remaining life of 1.2 years.
NOTE 6 - WARRANTS ISSUED AS COMPENSATION
The Company has issued compensatory stock warrants to officers, employ-
and consultants during the coarse of business. No compensation expense
has been recorded for these warrants.
Reported and pro forma net loss and loss per share for the period ended
July 31, 1999 are as follows:
Net loss
As reported $ (584,071)
Pro forma $ (547,633)
Loss per share
As reported (.50)
Pro forma (.47)
The pro forma effect on net loss may not be representative of the pro
forma effect on net income or loss for future years because the SFAS
No. 123 method of accounting for pro forma compensation expense has not
been applied to warrants granted prior to January 1, 1995.
The weighted-average fair values at date of grant for compensatory
warrants were estimated using the Black-Scholes option pricing model,
based on the following assumptions: (i) no expected dividend yields;
(ii) an expected volatility rate of 80%; and (iii) expected weighted
average lives of 1.6 years. The weighted-average risk-free interest
rate applied was 6.20%.
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Stock warrant activity is summarized as follows:
Avg.
Exercise
Shares Price
------ --------
Warrants outstanding
beginning of period 50,000 $20.50
Granted - -
Exercised - -
Canceled or expired - -
------
Warrants outstanding
and exercisable,
end of period 50,000 $20.50
======
The following table summarizes information about stock warrants out-
standing and exercisable at July 31, 1999:
Exercise Price Shares Life
-------------- ------ -------
$20.00 43,750 .4 yr
24.00 6,250 4.1 yrs
------
50,000
======
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company has funded the majority of the operations of its subsidi-
aries Gold Standard South, Gold Standard Minas, and Tormin S.A. with
unsecured non-interest bearing long term cash advances. As of July 31,
1999, the Company had receivables from these companies of $513,936,
$1,700,013 and $232,615, respectively. All intercompany transactions
have been eliminated in consolidation.
NOTE 8 - COMMITMENTS
To guarantee future reclamation commitments in Paraguay, the Company has
obtained a standby letter of credit in the amount of $100,000. This
letter of credit is secured with a $100,000 certificate of deposit.
NOTE 9 - INCOME TAXES
The Company has significant net operating loss and net capital loss
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carry forwards 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 assets. The amounts and
expiration dates of net operating loss carry forwards and investment tax
credits at July 31, 1999 are detailed in the following summary:
Federal State
Net Net Net
Operating Operating Capital
Expiration Date Loss Loss Loss
---------- ---------- --------
October 31, 1999 $ - $ 614,409 $ -
October 31, 2000 - - 150,056
October 31, 2002 - - 74,928
October 31, 2003 1,441,272 - 153,468
October 31, 2004 675,277 - -
October 31, 2005 1,106,261 - -
October 31, 2006 545,495 - -
October 31, 2007 478,137 - -
October 31, 2009 613,656 - -
October 31, 2010 124,338 124,138 -
October 31, 2012 63,410 63,210 -
October 31, 2013 246,065 245,865 -
---------- ---------- --------
$5,293,911 $1,047,622 $378,452
========== ========== ========
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
----------------------------------------------
INTRODUCTION
Gold Standard, Inc. and its subsidiaries (the Registrant) are princi-
pally engaged in the acquisition, exploration, and if warranted, develop-
ment of oil and gas and gold mineralized properties. Its activities are
concentrated, for the most part, in Uruguay, Brazil and Paraguay.
RESULTS OF OPERATIONS
No revenue was generated through operations by the Registrant during the
three and nine month periods ended July 31, 1999 and 1998 and it is not
expected that any operating revenue will be generated during 1999.
The Registrant's operating activities have been solely exploration
related and have been concentrated on their Uruguay, Brazil, and Paraguay
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properties. Exploration related expenses for the nine month period ended
July 31, 1999 were $367,465 ($724,203 for the nine month period ended
July 31, 1998). Exploration costs for the Registrant's Paraguay and Brazil
properties have remained constant, however expenses for the Uruguay prop-
erty have decreased significantly, contributing to the overall decrease
in exploration expenses during the current year. Exploration expenses are
expected to remain at approximately the same level for the remaining three
months of the current year.
The Registrant's general and administrative expenses, excluding legal
expenses totaled $262,193 for the nine month period ended July 31, 1999
($256,109 for the nine month period ended July 31, 1998). The two most
significant general and administrative expense categories during the nine
month period ended July 31, 1999 were (a) professional and consulting fees
$67,355 ($63,638 in 1998) and (b) wages and salaries $117,000 ($107,000 in
1998). The balance of general and administrative expenses includes office
supplies and expenses, office rent, travel, etc.
The Registrant's management has been conscientious in striving to
control general and administrative expenses. With the exception of pro-
sessional and consulting fees which should decrease, general and adminis-
trative expenses are expected to remain at approximately the same level for
the remaining three months of the current year.
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 immediate plans to seek
significant additional funding from any of these sources during 1999.
The Registrant has no material capital commitments or agreements which
would require significant outlays of capital during the remaining three
months of the year.
With the exception of professional and consulting fees which should
decrease, expenses in the remaining three months of 1999 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 suffi-
cent for all operating costs. However, if necessary the Registrant will
look to the issuance of additional equity capital. Based on past experi-
ence, the Registrant believes it has the ability to generate additional
funds as needed.
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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.
The Registrant has obtained a standby letter of credit in the amount of
$100,000 which is pledged as security against future potential reclamation
costs of mineral properties under exploration 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.
YEAR 2000
Gold Standard has addressed its requirements regarding Year 2000 issues,
which generally refers to the inability of hardware, software, and control
systems to correctly identify two digit references to specific years,
beginning with the year 2000. The Company has minimal reliance on computer
systems that produce financial information.
Although Gold Standard believes that its review will adequately address
Year 2000 issues and prevent significant business disruptions, there can be
no assurances that compliance-related failures will not occur. Such
compliance-related failures, including those of material third-party
suppliers and financial institutions in South America, could result in
temporary delays in Gold Standard's ability to maintain its operations.
Contingency plans are being developed to mitigate any such temporary
delays. However, if such delays occur, they are not reasonably likely to
have a material adverse effect on Gold Standard's financial condition or
results of operations.
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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 July 31, 1999.
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
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 September 14, 1999 By: SCOTT L. SMITH
Exhibit Index
Exhibit No. Description
- ------------ -----------
27 Financial Data Schedule.
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> JUL-31-1999
<CASH> $2,594,845
<SECURITIES> 0
<RECEIVABLES> $6,992
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> $2,630,869
<PP&E> $92,873
<DEPRECIATION> 0
<TOTAL-ASSETS> $3,076,772
<CURRENT-LIABILITIES> $50,249
<BONDS> 0
0
0
<COMMON> $1,169
<OTHER-SE> $3,025,354
<TOTAL-LIABILITY-AND-EQUITY> $3,076772
<SALES> 0
<TOTAL-REVENUES> $31,568
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> $(140,477)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> $(140,477)
<INCOME-TAX> 0
<INCOME-CONTINUING> $(140,477)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $(140,477)
<EPS-BASIC> $(0.12)
<EPS-DILUTED> $(0.12)
</TABLE>
