SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
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 JUNE 30, 1997.
[ ]Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
Commission file number: 33-2150-LA
GOLDEN PANTHER RESOURCES, LTD.
(Exact name of small business issuer as specified in its charter)
Nevada 95-3932052
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
#211, 1111 W. Hastings Street, Vancouver Canada V6E 2J3
(Address of principal executive offices) (Zip Code)
(604) 689-5377
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 XX No
The number of shares of the issuer's common stock (par value $0.001 per
share) outstanding as of June 30, 1997, were 16,311,990 shares.
GOLDEN PANTHER RESOURCES, INC.
(formerly Applied Technology, Inc.)
(A Development Stage Company)
INTERIM CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
June 30 March 31
1997 1997
<S>
ASSETS
Current <C> <C>
Cash $ 50,862 $ -
Accounts receivable 7,277 -
Prepaid expenses and other 94,364 -
152,503 _
MINERAL PROPERTIES AND DEFERRED
EXPENDITURES (Note 2)
4,759,308 -
FIXED ASSETS, net of accumulated
depreciation of $9,595 70,078 -
TOTAL ASSETS $4,981,889 $ -
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued
liabilities $ 178,713 $ -
Due to related parties 1,027,981 -
TOTAL CURRENT LIABILITIES 1,206,694 -
ADVANCES PAYABLE 205,510 -
SHAREHOLDERS' EQUITY
Common share capital
Authorized shares - 50,000,000
at $0.001 per share
Issued and outstanding shares -
16,311,990 13,403,397 9,519,397
Stock subscription receivable - (220,000)
Deficit accumulated during
the development stage (9,833,712) (9,299,397)
TOTAL SHAREHOLDERS' EQUITY 3,569,685 -
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $4,981,889 $ -
</TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(formerly Applied Technology, Inc.)
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(Unaudited)
<TABLE>
<CAPTION> Cumulative
Three Months Year Ended During
Ended March 31, Development
June 30, 1997 1997 Stage
<S>
EXPENSES <C> <C> <C>
Depreciation $ 4,234 $ - $ -
Consulting 11,756 - -
Management fees 90,000 - -
Professional fees 224,428 - -
Travel 94,227 - -
Office and general 109,670 - -
534,315 - -
LOSS FROM DISCONTINUED OPERATIONS - 256,768 9,299,397
NET LOSS 534,315 256,768 9,299,397
ACCUMULATED DEFICIT, beginning of
period 9,299,397 9,042,629 -
ACCUMULATED DEFICIT DURING THE
DEVELOPMENT STAGE at the end of
the period $9,833,712 $9,299,397 $9,299,397
NET LOSS PER COMMON SHARE $ (0.04) $ (0.83)
</TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(formerly Applied Technology, Inc.)
(A Development Stage Company)
INTERIM STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION> From Inception
Three Months 12 Months Through
June 30, 1997 March 31, 1997 June 30, 1997
<S>
CASH FLOW FROM OPERATING
ACTIVITIES <C> <C> <C>
Net loss $ (534,315) $ (256,768) $(10,083,712)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Depreciation 4,234 - 4,234
Contributed capital for
expenses - 18,036 18,036
Loss on discontinued
operations - _ 6,914,631
Stock issued for services 470,000 - 2,836,730
Increase in deferred
compensation 281,250 -
Decrease in accounts
receivable 26,716 - 26,716
Decrease in prepaid
expenses 13,396 - 13,396
Increase (decrease)
accounts payable 38,206 (42,518) 38,206
Net cash from operating
activities 18,237 - (231,763)
INVESTING ACTIVITIES
Mineral property and deferred
expenditures (586,741) - (336,741)
Net liabilities, excluding
cash on acquisition of
subsidiary 526,902 - 526,902
Goodwill on consolidation (3,275,488) - (3,275,488)
(3,335,327) - (3,085,327)
FINANCING ACTIVITIES
Increase in amounts due to
related parties 67,952 - 67,952
Decrease in advances payable (334,000) - (334,000)
Stock issued for acquisition
of subsidiary 3,000,000 - 3,000,000
Stock issued for property 300,000 - 300,000
Stock issued for debt 334,000 - 334,000
3,367,952 - 3,367,952
INCREASE IN CASH 50,862 - 50,862
CASH, BEGINNING OF PERIOD - - -
CASH, END OF PERIOD $ 50,862 $ - $ 50,862
</TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(formerly Applied Technology, Inc.)
(A Development Stage Company)
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
ORGANIZATION AND HISTORY
Golden Panther Resources, Ltd. (the Company) was originally incorporated as
Thermacor Technology, Inc. on September 21, 1984 under the laws of the State of
Nevada. The purpose of the business was to exploit the technology found in
patents for use in the area of portable and lightweight cooling garments for
use in high temperature environments. In May 1994, AOL (a private corporation
organized under the law of England and Wales) recapitalized and transferred all
of the outstanding common stock to the Company. The Company changed its
business purpose to engaging in the design, development, and refining of
object-oriented technology designed to simplify the work of computer programmers
in developing computer software. The wholly-owned subsidiary was disposed of
during December, 1995 and all operations ceased. On March 26, 1997, the
Company changed its name to Golden Panther Resources, Ltd. On April 2, 1997 the
Company acquired all the outstanding shares of Golden Panther Resources Ltd., a
company incorporated in Canada in exchange for the issue of 3,000,000 common
stock of the Company. Golden Panther Resources Ltd. (Canada) is engaged in the
exploration of mineral properties in Indonesia, Mexico and the Philippines.
Basis of Operations
The accompanying interim unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles. The
consolidated financial statements are presented in accordance with the
instructions to Form 10-QSB and Article 10 of Regulation S-X of the United
States Securities and Exchange Commission for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by United States generally accepted accounting principles for complete financial
statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year ended
March 31, 1998.
Loss Per Share
The computations of loss per share of common stock are based on the weighted
average number of shares outstanding at the date of the financial statements.
Estimates
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.
The nature of the Company's operations result in significant expenditures for
the acquisition and exploration of properties. The recoverability of the
carrying value of the mineral properties and deferred expenditures is dependent
upon a number of factors including the existence of recoverable reserves, the
ability of the Company to obtain financing to renew leases to make option
payments and continue exploration and development and the discovery of
economically recoverable reserves.
Management's assessment of the net realizable value of the mineral properties
and deferred expenditures requires considerable judgment and estimates could
change significantly in the near term.
MINERAL PROPERTIES AND DEFERRED EXPENDITURES
By a Memorandum of Understanding dated May 14, 1996 between the subsidiary
Company and PT. Pertiwi Kencana Abadi ("PKA"), the Company commenced exploration
activities on the Kutai property in East Kalimantan, Indonesia. Under the
agreement, the Company has the right to acquire an 80% interest in the mineral
property for consideration of $700,000 and the issue of 200,000 shares. The
Company may purchase an additional 10% interest for $5,000,000.
In addition, the Company entered into a joint venture agreement with PKA in
August 1996 to develop and exploit the Kutai property. Under this agreement
the Company will own 80% of the issued capital of the joint venture company to
be formed.
<TABLE>
<CAPTION>
June 30 1997 March 31 1997
<S>
Mineral properties
Acquisition cost <C> <C>
Cash $ 700,000 $ -
Shares 450,000 -
Finders fee 100,000 -
Excess of purchase price over
net assets on acquisition of
subsidiary, attributed to mineral
properties (Note 3) 3,275,488 -
4,525,488 -
Deferred exploration
expenditures 233,820 -
$4,759,308 $ -
</TABLE>
ACQUISITION OF SUBSIDIARY
On April 2, 1997, the Company acquired all of the issued and outstanding share
capital of Golden Panther Resources Ltd., incorporated in British Columbia,
Canada. The consideration totalled $3,000,000 and was paid by the issuance of
3,000,000 common shares of the Company.
The acquisition has been recorded using the purchase method of accounting.
The excess of consideration over the net assets acquired has been attributed to
mineral properties.
<TABLE>
<CAPTION>
<S>
Assets acquired <C>
Cash $ 251,414
Current assets 141,753
Fixed assets 74,312
Mineral properties 897,079
Current liabilities (140,507)
Advances payable (539,510)
Due to related parties (960,029)
(275,488)
Consideration (3,000,000)
Excess of consideration over net
assets acquired (Note 2) $3,275,488
</TABLE>
SHARE CAPITAL
During the period the Company issued the following shares:
<TABLE>
<CAPTION>
Number of Shares Amount
<S> <C> <C>
For acquisition of subsidiary 3,000,000 $3,000,000
For mineral properties 450,000 450,000
For finders fee on mineral property acquisition 100,000 100,000
For payment of advances 453,000 334,000
4,003,000 3,884,000
RELATED PARTY TRANSACTIONS
During the three months ended June 30, 1997, the Company:
a) Issued 250,000 common shares to a director for guaranteeing the funding of
the property acquisition payments and foregoing any future claims against the
Company with respect to expenses incurred by the director during the
acquisition phase.
b) Paid management fees of $72,000 to a company controlled by directors.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Introduction and Plan of Operation
On February 20, 1997, Golden Panther Resources, Ltd., previously known as
Applied Technology, Inc., a Nevada corporation, entered into a letter of intent
with Golden Panther Resources, Ltd., a Canadian corporation, whereby the Company
would acquire 100% of the outstanding common stock of GPR in exchange for
3,000,000 shares of the Company's common stock (the "Acquisition").
On March 26, 1997, the Company held a Special meeting of Shareholders at 3233
Donald Douglas Loop South, Suite D, Santa Monica, California 90405, to approve
the Acquisition. At the Special Meeting, the Shareholders were also asked to
approve Amendment of the Company's Articles of Incorporation: (a) changing the
authorized number of shares of common stock from 15,000,000 at $0.001 par value
to 50,000,000 shares at $0.001 par value; and (b) changing the Company's name
to "Golden Panther Resources, Ltd."
The Shareholders were also asked to elect the following persons as members of
the Company's Board of Directors: Penny Perfect, John Pinkney and Katharine
Johnston.
Each of the foregoing proposals were approved by the shareholders at the
Special Meeting with a majority percentage in excess of eighty percent (80%)
of the total outstanding shares.
The Acquisition was consummated on April 1, 1997 pursuant to an Acquisition and
Plan of Reorganization.
Golden Panther Resources, Ltd. (hereinafter referred to as "GPR" or "the
Company" is an internationally diversified natural resource company with gold
exploration and development interests in Indonesia and options on mineral
properties in the Philippines, Mexico, and Brazil.
Founded in 1995, in the Province of British Columbia, Canada for the purpose of
exploring, developing and producing precious metals especially gold on an
international basis, GPR is a Nevada based company with operations in Canada,
Indonesia and Mexico. In 1996, GPR began a long-term strategy to aggressively
acquire and develop a diversified portfolio of mineral properties in Indonesia
and other parts of South-East Asia.
The acquisition of the current property holdings was realized through the
combination of cash and the issuance of new shares of restricted common stock.
There is no provision to issue further shares for these properties in the event
of any discoveries or successful production of the desired resource. The
Company's normal business strategy is to combine mineral properties with high
potential for large scale deposits with an experienced exploration team and
then seek operational expertise and financial strength from a major partner.
The Company is registered under the United States Securities and Exchange Act
and its stock trades on the NASD over-the-counter Electronic Bulletin Board in
the United States of America under the symbol GPRX.
Liquidity and Capital Requirements
GPR's financial performance is dependent on many external factors. World
prices and markets for oil, gas, metals, and minerals are cyclical, difficult
to predict, volatile, subject to governmental pricing or controls, and
they respond to changes in domestic and international political, social and
economic environments. In fact, the world market price for gold has recently
dropped to a 12 year low and has only recovered minimally in the past month.
In addition, the Company notes that the North American junior mining industry
has been dealt several blows to its credibility over the past few months. At
least three junior mining companies have admitted to serious discrepancies with
their published results on core samples and the results obtained from
independent mining consultants.
Given the current period of skittish investors for junior mining companies
combined with the apathetic viewpoint of gold exploration and the particular
distaste for Indonesia in general, the availability of funds for gold projects
such as GPR's are literally non-existent. This temporary situation prompted
the management of GPR to severely slash overhead costs in Indonesia even though
an independent mining consultant firm, Watts, Griffis and McOuat Limited of
Toronto, Canada stated "that Golden Panther has acquired a land package in
West Sumatra and East Kalimantan that has a high potential for gold discoveries"
( report dated January 28th, 1997). The Company's management felt it was in the
best interests of the Company to focus its attentions on acquiring projects in
the base minerals industry that were already in cash flow.
As at June 30, 1997 the Company entered into active negotiations to acquire a
copper project in Mexico, in fact, the Company has provided the owner of the
property with a Letter of Intent to acquire 100% of the properties and the
assets of the milling operations. On August 1st, 1997 the Company and project
owner executed the Letter of Intent, which contemplates a two year period during
which the Company would acquire a 100% interest in the project through various
performance requirements.
The Company will have 90 days to complete its due diligence and then it will be
required to spend up to $2 million (U.S.) over the next 24 months in addition
to some property payments. The property payments will, for the most part, be
offset by the Company's receipt of an escalating percentage of the operating
revenues from the milling operation. To fund the planned operations for the
next twelve months and to pay for the exploration on the copper project, the
Company will be required to raise additional capital. Although the Company
has no firm commitments for this financing as of yet, management does have
verbal assurances of financing from two separate parties upon execution of the
Letter of Intent for the Mexican copper project.
Results of the Three Months Ended June 30, 1997 Cannot Be Compared to the Three
Month Period Ended June 30, 1996
GPR operated as a private company for the comparison period while the trading
company was not operating during such period. Neither Company earned any
revenue during this period of time and the trading company had no losses or
expenses during that time.
The total cost of revenues during this period increased compared to the same
period last year due to the substantial increase in costs associated with
operating the business acquired through the merger with Golden Panther
Resources, Ltd. of Canada and increased legal, administrative and other
expenses related to the Company's efforts to raise capital and acquire
additional assets and operations. General and administrative expenses, plus
and investment banking services of $220,000, for the quarter ended June 30,
1997 were a total of $534,315. Such general and administration costs and
investment banking serivces were paid in connection with the aforementioned
acquisition and the Company's efforts to raise capital and acquire further
assets and operations. These costs are expected to rise significantly during
the 1998 fiscal year as the Company carries out its strategy of operating its
mining operations, acquiring new mining operations and exploring additional
mining properties (see "Plan of Operation" above).
Net loss for the quarter ended June 30, 1997 was $534,315.
Impact of Inflation and Currency Fluctuations
Inflation may affect the operations of GPR by its effect on the price of gold
currently is at record lows. GPR's current operations span four continents:
United States, Canada, Indonesia, and Mexico. Since almost all of GPR's
business is conducted in U.S. currency, the strength or weakness of the U.S.
dollar against the Canadian dollar, the Mexican peso, and the Indonesian rupiah
could affect the long-term planning of the Company.
PART II
ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. None.
(b) Reports on Form 8-K. A Form 8-K was filed during the quarter ending June 30, 1997 by the Company.
The report was filed with regards to the Acquisition discussed above. No pro forma financial statements were filed
at that time but the Company intends to file such statements with an amendment to such Form 8-K at
approximately the same time this 10-QSB is filed with the Commission.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, this th day of August, 1997.
Golden Panther Resources, Ltd.
Date: August 19, 1997 By: KATHARINE JOHNSTON
Secretary
</TABLE>
