<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------- ---------------
Commission File No. 33-2150-LA
GOLDEN PANTHER RESOURCES, LTD.
------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 95-3932052
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
#211, 1111 W. Hastings Street
Vancouver, Canada V6E2J3
-------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (604) 689-5377
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
February 20, 1998
24,656,004
----------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of Golden Panther Resources, Ltd., a Nevada
corporation (the "Company"), required to be filed with this 10-QSB Quarterly
Report were prepared by management and commence on the following page,
together with Related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Company.
<PAGE>
<TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
December 31, March 31,
1997 1997
(Unaudited)
<CAPTION>
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 32,809 $ -
Accounts receivable 1,193 -
Prepaids and deposits 30,249 -
Total Current Assets 64,251 -
FIXED ASSETS, net of accumulated depreciation 70,000 -
MINERAL PROPERTIES AND DEFERRED
EXPENDITURES 3,649,143 -
TOTAL ASSETS $ 3,783,394 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 178,306 $ -
Due to related parties 487,780 -
Total Current Liabilities 666,086 -
STOCKHOLDERS' EQUITY
Common stock; 50,000,000 shares authorized of
$0.001 par value; 22,395,440 and 12,308,990
shares issued and outstanding, respectively 22,395 12,309
Additional paid-in capital 13,551,340 9,507,088
Common stock subscription receivable - (220,000)
Currency translation adjustment 15,055 -
Deficit accumulated during the development
stage (10,471,482)(9,299,397)
Total Stockholders' Equity 3,117,308 -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,783,394 $ -
</TABLE>
<TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
September 21,
For the Three Months Ended For the Nine Months Ended 1984 Through
December 31, December 31, December 31,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and
administrative 206,401 62,400 1,161,764 187,200 1,161,764
Depreciation and
amortization 2,478 - 9,190 - 9,190
Total Expenses 208,879 62,400 1,170,954 187,200 1,170,954
Loss from
Operations (208,879) (62,400) (1,170,954) (187,200)(1,170,954)
OTHER INCOME (EXPENSE)
Gain (Loss) on foreign
exchange - - (1,131) - (1,131)
Total Other
Income (Expense) - - (1,131) - (1,131)
LOSS BEFORE
DISCONTINUED
OPERATIONS (208,879) (62,400) (1,172,085) (187,200)(1,172,085)
LOSS FROM DISCONTINUED
OPERATIONS - - - - (9,299,397)
NET LOSS $ (208,879) $ (62,400)$(1,172,085)$(187,200)(10,471,482)
NET LOSS PER SHARE $ (0.01) $ (0.01)$ (0.07) $ (0.02)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 19,353,715 9,675,545 19,353,715 9,675,545
</TABLE>
<TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
<CAPTION>
Deficit
Accumulated
Additional Stock During the
Common Stock Paid-In Subscription Development
Shares Amount Capital Receivable Stage
<S> <C> <C> <C> <C> <C>
Balance,
September 21, 1984 - $ - $ - $ - $ -
Issuance of common
stock to founders on
September 21, 1984 at
$111.72 per share 5,001 5 558,689 - -
Net loss from
inception on
September 21, 1984
through March 31, 1993 - - - - (4,793)
Balance,
March 31, 1993 5,001 5 558,689 - (4,793)
Contributed software
development costs
during 1993 - - 205,940 - -
Net loss for the year
ended March 31, 1994 - - - - (157,434)
Balance,
March 31, 1994 5,001 5 764,629 - (162,227)
Debt converted to
additional paid-in
capital during May,
1994 - - 852,774 - -
Net effect of
recapitalization with
Applied Technology
during May, 1994 348 - 15,952 - -
Issuance of common stock
for finders fee during
May, 1994 at $300.00
per share 4,833 5 1,449,995 - -
Issuance of common stock
for consulting agreement
during May, 1994 at
$300.00 per share 6,667 7 1,999,994 - -
Issuance of common stock
for note receivable
during May, 1994 at
$235.00 per share 22,250 22 5,224,978 - -
Recision of common
stock issued for
note receivable
during May, 1994
at $300.00
per share (9,750) (10) (2,924,990) - -
Issuance of common stock
for note receivable
during June, 1994 at
$294.00 per share 2,000 2 587,998 - -
Issuance of common stock
for settlement during
December, 1994 at
$300.00 per share 1,333 1 399,999 - -
Issuance of common stock
for consulting
agreement during
January, 1995 at
$300.00 per share 2,500 3 749,997 - -
Issuance of common stock
for technology during
March, 1995 at
$800.00 per share 200 - 160,000 - -
Net loss for the year
ended March 31, 1995 - - - - (947,221)
Balance,
March 31, 1995 35,382 35 9,281,326 - (1,109,448)
Recision of common stock
issued for note
receivable during
October, 1995 (1,392) (1) 1 - -
Net loss for the year
ended March 31, 1996 - - - - (7,933,181)
Balance,
March 31, 1996 33,990 $ 34 $ 9,281,327 $ - $(9,042,629)
Issuance of common stock
for note receivable
during February,
1997 at $0.36
per share 275,000 275 99,725 (100,000) -
Issuance of common
stock for note
receivable during
March, 1997 at $0.01
per share 12,000,000 12,000 108,000 (120,000) -
Contributed capital
for expenses - - 18,036 - -
Net loss for the year
ended March 31, 1997 - - - - (256,768)
Balance,
March 31, 1997 12,308,990 12,309 9,507,088 (220,000)(9,299,397)
Receipt of stock
subscription
receivable during
May, 1997
(unaudited) - - - 220,000 -
Issuance of common
stock in acquisition
of subsidiary in
April 1997 at
$1.00 per share
(unaudited) 3,000,000 3,000 (3,000) - -
Issuance of common
stock for mineral
properties at $1.00
per share
(unaudited) 450,000 450 449,550 - -
Issuance of common
stock for finders
fee on mineral
property acquisition
at $1.00 per share
(unaudited) 100,000 100 99,900 - -
Issuance of common
stock for payment
of advances at
$0.74 per share
(unaudited) 453,000 453 333,547 - -
Issuance of common
stock for property
at $0.25 per share
(unaudited) 1,500,000 1,500 373,500 - -
Issuance of common
stock for cash at
$0.25 to $1.00 per
share (unaudited) 2,583,450 2,583 1,492,755 - -
Issuance of common
stocK for debt at
$0.25 per share
(unaudited) 2,000,000 2,000 498,000 - -
Net loss for the
nine months
ended December 31,
1997 (unaudited) - - - - (1,172,085)
Balance,
December 31, 1997
(unaudited) 22,395,440 $22,395 $12,751,340 $ -$(10,471,482)
</TABLE>
<TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
<CAPTION>
From
Inception on
September 21,
for the Three Month Ended For the Nine Months Ended 1984 Through
December 31, December 31, December 31,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(208,879) $(62,400) $(1,172,085) $(187,200) $(10,471,482)
Adjustments to
reconcile net
loss to net
cash used by
operating
activities:
Common stock
issued for
services - - 470,000 - 2,836,730
Depreciation and
amortization 2,478 - 9,190 - 9,190
Currency
translation - - 15,055 - 15,055
Contributed capital
for expenses - - - - 18,036
Loss on discontinued
operations - 62,400 - 187,200 6,914,631
Changes in operating
assets and liabilities:
(Increase) decrease
in accounts
receivable 3,738 - 32,799 - 32,799
(Increase) decrease
in prepaid expenses29,035 - 77,511 - 77,511
Increase (decrease)
in accounts payable
and accrued
expenses 20,089 - 37,799 - 37,799
Net Cash Used
by Operating
Activities (153,539) - (529,731) - (529,731)
CASH FLOWS FROM INVESTING ACTIVITIES
Mineral property
and deferred
expenditures (1,514,835) - (1,550,162) - (1,550,162)
(Purchase) sale
of fixed assets (7,810) - (4,878) - (4,878)
Net Cash
Provided (Used)
by Investing
Activities (1,522,645) - (1,555,040) - (1,555,040)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease)
in amounts due
to related
parties 188,633 - 827,752 - 827,752
Increase (decrease)
in advances
payable (28,444) - (539,510) - (539,510)
Stock issued
for cash 1,495,338 - 1,829,338 - 1,829,338
Net Cash
Provided by
Financing
Activities 1,655,527 - 2,117,580 - 2,117,580
NET INCREASE
(DECREASE) IN
CASH (20,657) - 32,809 - 32,809
CASH AT BEGINNING
OF PERIOD 53,466 - - - -
CASH AT END OF
PERIOD $ 32,809 $ - $ 32,809 $ - $ 32,809
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ - $ - $ - $ - $ 3,800
Income taxes $ - $ - $ - $ - $ -
NON CASH FINANCING ACTIVITIES:
Common stock
issued for
services $ - $ - $470,000 $ - $2,836,730
Contributed
capital for
expenses $ - $ - $ - $ - $ 18,036
Common stock
issued for
property $ 375,000 $ - $675,000 $ - $ 675,000
Common stock
issued for
debt $ 500,000 $ - $834,000 $ - $ 834,000
</TABLE>
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997 and March 31, 1997
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared
by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at December 31, 1997 and for all periods
presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with general
accepted accounting principles have been condensed or omitted. It is
suggested that these condensed consolidated financial statements be
read in conjunction with the financial statements and notes thereto
included in the Company's March 31, 1997 audited financial statement.
The results of operations for the periods ended December 31, 1997 and
1996 are not necessarily indicative of the operating results for the
full year.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
- ------------------
On November 28, 1997, Golden Panther Resources, Ltd., a Nevada
corporation (the "Company"), entered into an Irrevocable Administration and
Security Trust Agreement (the "Agreement") with Minera Humaya S.A. de C.V., a
corporation organized under the laws of Mexico ("Humaya"); stockholders
holding all of the issued and outstanding shares of capital stock of Humaya
(the "Humaya stockholders"); and Banco Inverlat, S.A., a corporation organized
under the laws of Mexico. The Agreement, which provides for the Company to
acquire all of the issued and outstanding capital stock of Humaya, was
disclosed in a Current Report on Form 8-K, filed December 17, 1998, and
subsequent amendments thereto. See Item 6 of this Report.
The Company's plan of operation for the next 12 months is
to continue the exploration on the Mexican mining concessions owned by Humaya
(the "La Verde property") as contemplated by the Agreement. The La Verde
property currently produces approximately 200 tons of minerals per day, with
copper being the primary product. Other minerals produced on the La Verde
property include silver, zinc and small amounts of gold.
During the next 12 months, the Company intends to expend
approximately $3,000,000 to continue exploration on the La Verde property and,
depending on the results of such exploration and the Company's ability to
finance such operations, to develop the mineral reserves located thereon.
Depending on the availability of funding, the Company also intends to explore
for potential minable reserves on a limited number of other properties located
near the La Verde property.
Because of its presently limited cash on hand, the Company expects
that its proposed operations for the next 12 months will have to be funded
through private placements of "unregistered" and "restricted" shares of its
common stock. There can be no assurance that the Company will be able to
obtain sufficient funding to conduct its proposed activities or that, if such
funding is obtained, its exploration activities will reveal mineral deposits
in sufficient amounts to warrant further mining. See the heading "Liquidity"
of this caption.
Results of Operations.
- ----------------------
In December, 1997, the Company completed test drilling on the La
Verde property. This drilling substantiated the width and vertical extension
of the newly-discovered "Navarro" ore body located on the La Verde property,
and graded 33 ounces per ton of silver and 2% copper on the first bulk sample.
Subsequent assay results received during January, 1998, which is subsequent to
the period covered by this Report, showed the following results on two samples
from the La Verde property:
Sample Silver (gr/ton) Copper (%) Gold (gr/ton)
- ------ --------------- ---------- -------------
NL3A-1 1,295 5.13 2.47
NL3A-2 867 2.25 1.03
See the caption "Other Information," Item 5 of this Report, for a
discussion of assay results following the period covered by this Report.
During the quarterly period ended December 31, 1997, the Company
received no revenues and incurred expenses totaling $208,879. Net loss during
the period was $208,879, equaling $0.01 per share.
Liquidity.
- ----------
As of December 31, 1997, the Company had total assets of
$3,783,394, of which $32,809 consisted of cash and cash equivalents. The
Company's proposed exploration activities during the next 12 months will
require the expenditure of an estimated $3,000,000. Under the Agreement, the
Company is required to pay for improvements on the La Verde property. Once
these improvements are made, the Company will be entitled to receive 50% of
the quarterly pre-tax profits of the mining operations on the La Verde
property. However, no assurance can be given that the Company's share of the
La Verde property profits will be sufficient to fund its planned operations
during the next 12 months. In such an event, management intends to raise such
additional funding as is necessary through the private placement of
"unregistered" and "restricted" shares of its common stock. However, there
can be no assurance that the Company will be able to successfully raise such
funding.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
- ----------------------------
None; not applicable.
Item 2. Changes in Securities.
- --------------------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
- ------------------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
- --------------------------------------------------------------
None; not applicable.
Item 5. Other Information.
- ----------------------------
Subsequent Events.
------------------
The Company has commenced a crosscut from level 4 of the La Verde
mine, 525 feet below the surface. As of the date of this Report, the crosscut
is over 30 meters in length and has intersected a massive sulfide zone. The
first three 2.5 meter channel samples had results averaging 392.7 grams/ton
silver; and 1.5% copper.
Subsequent assay results from the crosscut at C2 and C4 were as
follows:
Sample Silver (gr/ton) Copper (%) Gold (gr/ton)
- ------ --------------- ---------- -------------
C2 370 2 N/A
C4 50 0.6 0.5
The Company plans to begin a drill program to delineate total
reserves in August 1998.
Item 6. Exhibits and Reports on Form 8-K.
- -------------------------------------------
(a) Exhibits.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
Current Report on Form 8-K, dated November 28, 1997 (filed
December 17, 1997)
Current Report on Form 8-K-A1, dated November 28, 1997 (filed
February 18, 1998)
Current Report on Form 8-K-A1, dated November 28, 1997 (filed
February 20, 1998)
<PAGE>
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.
GOLDEN PANTHER RESOURCES, LTD.
Date: 2-23-98 By /s/ Gordon J. Muir
-------------- -------------------------------------
Gordon J. Muir
CEO and Chairman of the Board
Date: 2-23-98 By /s/ Penny Perfect
-------------- -------------------------------------
Penny Perfect
President and Director
Date: 2-23-98 By /s/ Katharine Johnston
-------------- -------------------------------------
Katharine Johnston
Vice President and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> DEC-31-1997
<CASH> 32809
<SECURITIES> 0
<RECEIVABLES> 1193
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 64251
<PP&E> 3719143
<DEPRECIATION> 0
<TOTAL-ASSETS> 3783394
<CURRENT-LIABILITIES> 666086
<BONDS> 0
0
0
<COMMON> 22395
<OTHER-SE> 3094913
<TOTAL-LIABILITY-AND-EQUITY> 3783394
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1170954
<OTHER-EXPENSES> 1131
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1172085)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1172085)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
